Business Thumbnail Template

BUSINESS THUMBNAIL TEMPLATE

WHEREAS: Client Name: engages Service Provider Name: to prepare and deliver a business thumbnail and associated digital assets described herein; and

WHEREAS: The parties wish to set forth the scope, specifications, payment terms, and rights regarding the creation, delivery, and permitted use of the thumbnail assets effective as of Effective Date: .

NOW, THEREFORE, in consideration of the mutual covenants and representations contained herein, the parties agree as follows.

1. Scope of Work

Service Provider will design, produce, and deliver a business thumbnail and any supporting files in accordance with the specifications described below and in the Scope of Work. Deliverables include final image files, source files where agreed, and any ancillary assets specified.

2. Technical Specifications

3. Payment Terms

Client agrees to pay Service Provider the Total Fee specified below in consideration for the Services and Deliverables. Unless otherwise stated, amounts are exclusive of applicable taxes. Invoices are payable in accordance with the Payment Schedule. Late payments will accrue a late fee as set forth in this Agreement.

Late Fee: A late fee of % per month (or the maximum permitted by law, if less) will apply to overdue amounts. Additionally, Service Provider may suspend delivery of further work until outstanding invoices are paid.

Expenses incurred in performance that are pre-approved by Client will be reimbursed at cost. Maximum single expense without prior approval: $

4. Term and Termination

This Agreement commences on Start Date: and will continue until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

5. Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party that is designated confidential or that a reasonable person would consider confidential under the circumstances. Confidential information shall not be used except to perform obligations under this Agreement and shall not be disclosed to third parties without prior written consent, except as required by law.

The confidentiality obligations shall survive termination of this Agreement for a period of years from the date of termination.

6. Ownership, License and Use

Upon full payment of all amounts due, Service Provider assigns to Client all rights, title, and interest in the final delivered thumbnail files, subject to any third-party rights and any pre-existing materials specified below. Service Provider warrants it has the right to grant such assignment. Service Provider retains the right to use drafts and final deliverables for portfolio and promotional purposes unless Client specifically requires otherwise in writing.

7. Indemnification

Each party shall indemnify and hold the other harmless from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising from the indemnifying party’s breach of its representations, warranties, or obligations under this Agreement, or from the indemnifying party’s negligence or willful misconduct.

8. 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.

9. Entire Agreement

This Agreement, together with any attachments or Exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, and representations. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets.

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