Business Template Expectations

BUSINESS TEMPLATE EXPECTATIONS

This Business Template Expectations Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires templates, form designs, and related deliverables described herein, and Provider represents that it has the expertise and resources to produce such deliverables in accordance with this Agreement.

WHEREAS, the parties desire to set forth the expectations, scope, deliverables, timing, payment terms and confidentiality obligations governing the work to avoid misunderstandings and to ensure timely delivery of professional template assets.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

Deliverables shall include final files in mutually agreed formats, revisions as set forth below, and any ancillary documentation required for Client's use. Revisions beyond the revision allowance constitute Additional Services and will be billed as provided in Payment Terms.

PAYMENT TERMS

Compensation: Client shall pay Provider the total fee of (the Fee) for the scope described above.

Unless otherwise stated in the Payment Schedule, Client shall pay an initial deposit equal to twenty-five percent (25%) of the Fee upon execution, a progress payment of fifty percent (50%) upon delivery of initial templates, and the balance upon final delivery and approval.

Late Payment: Any undisputed amounts not paid within days of invoice shall accrue interest at the lesser of (a) per month, or (b) the maximum permitted by applicable law.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice to the other party at least days prior to termination. Upon termination, Provider shall deliver work in progress and Client shall pay for all services performed through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon material breach by the other party if such breach is not cured within fifteen (15) days of written notice specifying the breach.

CONFIDENTIALITY

The parties acknowledge that during performance each may disclose Confidential Information. "Confidential Information" means any non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential. Each receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party without prior written consent of the disclosing party, except to employees, contractors and advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Check applicable confidentiality scope:

INTELLECTUAL PROPERTY AND LICENSES

Ownership: Unless otherwise agreed in writing, Provider retains ownership of Provider's pre-existing materials, tools and templates. Upon full payment of the Fee, Provider grants Client a non-exclusive, non-transferable license to use the final delivered templates for Client's internal business purposes as set forth in scope_of_work. Any use beyond the licensed scope requires written authorization and may require additional consideration.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional manner consistent with industry standards. Except as expressly stated in this Agreement, Provider disclaims all other warranties, express or implied. In no event shall Provider's aggregate liability exceed the total Fees paid by Client under this Agreement. Neither party shall be liable for consequential, incidental, punitive or special damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Venue for any dispute shall be the state or federal courts located in that jurisdiction.

ENTIRE AGREEMENT

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

AUTHORITY

Each party represents and warrants that the person signing this Agreement on its behalf is duly authorized to bind that party to the terms and conditions of this Agreement.

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