Business Template Change

Business Template Change

This Business Template Change Agreement (the Agreement) is made as of Effective Date: by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider is the developer and owner of the business template and associated materials described herein (the Template), and Provider has provided Template documentation and deliverables to Client in accordance with an existing agreement or as a standalone deliverable; and

WHEREAS, Client has requested a change to the Template and Provider is willing to implement the requested change subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement document the scope, pricing, timing, confidentiality and other terms that will govern Provider's modification of the Template.

CHANGE IDENTIFICATION

SCOPE OF WORK

Provider shall perform the change work described below in accordance with the specifications and acceptance criteria set forth. The Scope of Work includes design, revision, review cycles, and delivery of final Template assets as specified. Any work outside the Scope of Work shall require a separate written change order signed by both parties.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Client shall pay Provider the amounts and on the schedule set forth below. All monetary amounts are payable in lawful currency of the United States unless the parties agree otherwise in writing.

Any undisputed amount not paid when due shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice specifying the breach.

Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination and Provider shall deliver to Client all work in progress and final deliverables for which Client has paid.

CONFIDENTIALITY

Each party shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or, by its nature, should reasonably be considered confidential, including the Template, source files, pricing, and business processes. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without breach of any obligation of confidentiality.

The receiving party may disclose Confidential Information to its employees, contractors and advisors on a need-to-know basis provided such persons are bound by confidentiality obligations at least as protective as those herein. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that proprietary Template source code and trade secrets shall remain protected for as long as such information qualifies as a trade secret under applicable law.

I acknowledge that the Template and related materials provided or modified under this Agreement are Confidential Information and agree to be bound by the confidentiality obligations above.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all ownership and intellectual property rights in the original Template and any pre-existing Provider materials. Client receives a limited, non-exclusive, non-transferable license to use the modified Template as specified in this Agreement upon full payment of fees due. Any new deliverables created specifically for Client that are identified as Client-owned in writing shall be considered Work Product and shall be assigned to Client upon full payment; Provider retains the right to use general know-how, techniques, and non-confidential concepts learned or developed while performing the Services.

WARRANTY; DISCLAIMER

Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

LIMITATION OF LIABILITY

Except for liability arising from a party's breach of confidentiality or indemnification obligations, in no event shall either party be liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue or data, even if advised of the possibility of such damages. Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement for the specific Change Request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses provided below.

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