Business Theme Template

Business Theme Template

This Business Theme Template Agreement ("Agreement") is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Client desires to procure certain business theme design, configuration and related services for Client's online and marketing presence (the "Services"); and

WHEREAS, Service Provider represents that it has the professional qualifications, experience and ability to perform the Services described in this Agreement in a timely and workmanlike manner; and

WHEREAS, the parties wish to set forth herein the terms and conditions under which Service Provider will perform the Services and Client will compensate Service Provider.

Scope of Work

The Services shall include the tasks specifically described above and any additional services expressly agreed to in a written change order signed by both parties. Service Provider shall perform the Services in accordance with industry standards and shall assign personnel with appropriate skill and experience.

Payment Terms

Invoices shall be submitted in accordance with the Payment Schedule and are payable within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at the rate of per month (or the maximum permitted by applicable law), calculated daily from the due date until paid.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice of the breach. Upon termination, Client shall pay Provider for all Services performed through the effective date of termination and for non-cancellable obligations incurred by Provider prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, designs, source files, business plans, customer lists, pricing, marketing strategies and trade secrets.

The receiving party shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable degree of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or agents who need to know and are bound by confidentiality obligations no less protective than those contained herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure as evidenced by written records; (iii) is rightfully received by the receiving party from a third party without restriction on disclosure; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Disclosure required by law or court order shall not constitute a breach if the receiving party provides prompt written notice to the disclosing party and limits disclosure to the extent required.

Warranties; Liability

Service Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Neither party shall be liable for consequential, incidental or punitive damages arising out of or related to this Agreement. Provider's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the 12 months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

Entire Agreement; Miscellaneous

This Agreement, together with any written change orders or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment must be in writing and signed by both parties.

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. Failure or delay by a party to enforce any right shall not constitute a waiver of that right.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Notices shall be deemed given upon personal delivery, upon confirmed electronic delivery, or three business days after deposit with a nationally recognized overnight courier.

Signatures

The parties have executed this Agreement as of the Effective Date first written above.

Sign Now