Business Tile Splash Template

BUSINESS TILE SPLASH TEMPLATE AGREEMENT

This Business Tile Splash Template Agreement ("Agreement") is made and entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client operates a business that requires a tile-based branded splash graphic for placement in digital and print marketing materials and wishes to retain the Provider to design and deliver such tile splash assets on the terms set forth herein; and

WHEREAS, Provider represents that it has the skill, personnel, tools and experience necessary to design, produce and deliver the tile splash template, including layered source files, color specifications, and usage guidance, and agrees to provide Deliverables in accordance with the Scope of Work set forth below; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services and Client will compensate Provider.

SCOPE OF WORK

Provider shall design and deliver a business tile splash template including, at minimum, the following components: primary tile artwork, alternate colorways, typography guidance, export-ready assets (PNG, SVG), and editable source files (PSD, AI or equivalent). Specific deliverables, milestones, and technical specifications are to be described below.

PAYMENT TERMS

Client shall pay Provider the total fee of $ for the services and deliverables described herein, subject to the following schedule:

A non-refundable deposit of $ is due upon execution. The balance shall be due as set out in the Payment Schedule, but in any event no later than days after Client's receipt of final deliverables.

Late payments shall accrue interest at per month (or the maximum rate permitted by applicable law, if lower). Provider may suspend delivery of remaining services for any undisputed amounts more than days overdue.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated as provided below.

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

Upon termination, Provider shall deliver to Client all completed work and any partial deliverables for which Client has paid; Client shall pay Provider for all work performed through the effective date of termination and any non-cancellable commitments reasonably incurred.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes, without limitation, non-public business information, design concepts, source files, trade secrets, customer lists and pricing. Each party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except to employees and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein, and (iii) use Confidential Information only for the performance of this Agreement.

The foregoing obligations shall not apply to information that is (a) or becomes publicly known through no breach of this Agreement, (b) already known to the receiving party without restriction, (c) rightfully received from a third party without duty of confidentiality, or (d) independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall retain ownership of all underlying source files, design templates and pre-existing materials, and grants Client a perpetual, non-exclusive, transferable license to use the delivered tile splash assets for Client's business purposes upon full payment. If Client requires assignment of intellectual property rights in deliverables, Client and Provider shall indicate agreement by checking the box below and specifying terms.

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. The parties agree that any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter hereof. Any modification to this Agreement must be in writing and signed by both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other.

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