Business UI Document

Business UI Document

This Business UI Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: , Client Address: , and Service Provider Name: , Provider Address: .

WHEREAS

WHEREAS, Client requires user interface design, prototyping, and related user experience services for Client's digital product as more particularly described in the Scope of Work below;

WHEREAS, Provider represents that it has the expertise, resources, and personnel to provide the services described in this Agreement and is prepared to perform such services in accordance with the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

Scope of Work

Payment Terms

Total Contract Amount:

Deposit or Initial Payment:   Milestone Payments:

Late Fee for Overdue Payments: . Any payment not made within thirty (30) days of invoice shall accrue the stated late fee and the Provider may suspend work until amounts due are paid.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Termination for cause may be immediate upon written notice where the non‑terminating party materially breaches this Agreement and fails to cure such breach within 15 days of notice.

Confidentiality

"Confidential Information" means all non-public business, technical and financial information disclosed by one party to the other, whether disclosed in writing, orally, or by inspection. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) restrict disclosure of Confidential Information to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is (i) or becomes publicly known through no breach by the receiving party; (ii) rightfully received from a third party without restriction; (iii) independently developed by the receiving party without use of Confidential Information; or (iv) required to be disclosed by law, provided prompt notice is given to permit the disclosing party to seek protective relief.

Intellectual Property

Subject to full payment of all sums due under this Agreement, Provider hereby assigns to Client all right, title and interest in and to the final deliverables created specifically for Client under this Agreement. Provider retains ownership of its pre-existing tools, templates, libraries, methodologies and general skills ("Provider Materials"), which are licensed to Client on a worldwide, non-exclusive, royalty-free license for Client's use of the deliverables. Any third-party components incorporated into deliverables are subject to the applicable third-party license terms.

Work Made For Hire: The parties agree that, to the extent permitted by law, deliverables prepared exclusively for Client shall be deemed "work made for hire." Where assignment is not effective, Provider agrees to execute such instruments of assignment as necessary to transfer ownership.

Representations, Warranties and Indemnity

Provider represents and warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED. Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct.

Change Requests

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the chosen state for any action arising out of or relating to this Agreement.

Entire Agreement and Amendments

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

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or such other address as either party may designate in writing. Notices shall be deemed received when delivered personally, by nationally recognized overnight courier, or three (3) business days after mailing by certified mail, return receipt requested.

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