Business Template Request

BUSINESS TEMPLATE REQUEST

Parties

This Business Template Request Agreement ("Agreement") is entered into effective as of by and between Client Name: and Provider Name: .

WHEREAS, Client wishes to procure from Provider a custom business template described herein for Client’s internal business use; and

WHEREAS, Provider represents that it has the skill, experience and capacity to design, prepare and deliver the requested template in accordance with the specifications and schedule set forth in this Agreement; and

WHEREAS, the parties desire to set forth their obligations, payment terms and other material terms in writing.

Contact and Project Identifiers

Scope of Work

Provider shall create and deliver the deliverables described below in accordance with the specifications, acceptance criteria and schedule set forth in this section.

Editable (native file) Print-ready PDF Other:

Payment Terms

Client agrees to pay Provider the fees and reimbursements described below in consideration for the services and deliverables set forth in this Agreement.

All fees are due net as specified in the Payment Schedule. Client will pay invoiced amounts that are not disputed in writing within seven (7) days of receipt. Any dispute to an invoice must be submitted in writing within five (5) business days; undisputed portions remain payable when due.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing the other party written notice in accordance with the notice period above. If terminated, Provider shall be paid for services performed and reasonable costs incurred through the effective date of termination, subject to Client’s right to set off amounts for Provider’s breach.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party") and shall not use such information except for performance under this Agreement. Confidential information does not include information that is: (a) in the public domain through no fault of the Receiving Party; (b) lawfully received from a third party without obligation of confidentiality; or (c) independently developed by the Receiving Party without use of the Disclosing Party’s confidential information.

Provider acknowledges that templates created under this Agreement that incorporate Client-specific confidential information shall be provided to Client and remain subject to Client’s confidentiality protections as set forth herein.

Intellectual Property and License

Unless otherwise agreed in writing, upon full payment of fees due, Provider assigns to Client all right, title and interest in and to the final delivered template, including copyrights. Provider reserves the right to use non-confidential, generic elements and pre-existing materials owned by Provider; such pre-existing materials are licensed to Client for use with the delivered template and are specifically listed and identified in an attachment if applicable.

Representations, Warranties and Liability

Each party represents that it has the power and authority to enter into this Agreement. Provider warrants that the deliverables will materially conform to the specifications set forth in the Scope of Work for a period of thirty (30) days after delivery; Provider’s sole obligation under this warranty is to correct non-conforming deliverables at no additional charge. EXCEPT AS EXPRESSLY PROVIDED, THE DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to conflict-of-law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives; if unresolved within thirty (30) days, either party may pursue any available legal or equitable remedies.

Entire Agreement; Amendments

This Agreement, including all attached and incorporated exhibits, represents the entire understanding of the parties with respect to the subject matter and supersedes all prior proposals, negotiations and agreements. No amendment or modification of this Agreement is effective unless in a writing signed by both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the contact addresses set forth above or such other address as a party may designate in writing. Notice is effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership or agency relationship.

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