Business Visuals Template

Business Visuals Template Agreement

This Business Visuals Template Agreement (the Agreement) is entered into as of by and between:

Client Name:

Provider Name:

Recitals

WHEREAS, Client desires to obtain from Provider a set of business visual templates, including but not limited to presentation templates, branded graphics, and layout files (collectively, the Deliverables), to be used in Client's business operations; and

WHEREAS, Provider represents that Provider has the expertise, personnel, and resources necessary to design, prepare, and deliver the Deliverables in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, payment, ownership, confidentiality, and other terms governing the provision and use of the Deliverables.

Scope of Work

Provider shall design and deliver the Deliverables described below in accordance with the acceptance criteria and schedule set forth herein. Provider shall provide the files in editable and exportable formats as agreed.

Payment Terms

In consideration for the provision of the Deliverables, Client shall pay Provider the fees and reimburse expenses as set forth below. All amounts are in U.S. dollars unless otherwise indicated.

Late payments shall accrue interest at a rate of or the maximum rate permitted by applicable law, whichever is lower. Provider may suspend delivery of outstanding Deliverables for nonpayment following seven (7) days' written notice.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, will continue until the End Date.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within fourteen (14) days after receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay for Deliverables properly performed prior to termination. Sections that by their nature survive termination shall survive.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information. Confidential Information does not include information that is publicly known, becomes publicly known through no fault of the recipient, is rightfully received from a third party without breach, or is independently developed without use of the other party's Confidential Information.

Each party agrees to (i) hold the other's Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) limit disclosure to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations no less protective than those herein. Remedies at law for breach may be inadequate; the disclosing party shall be entitled to injunctive relief in addition to other remedies.

Ownership, License, and Use

Unless otherwise agreed in writing, Provider retains ownership of Provider's pre-existing materials and underlying intellectual property. Upon full and final payment of all amounts due under this Agreement, Provider shall grant to Client a perpetual, worldwide, non-exclusive (or exclusive if selected below) license to use the final Deliverables for Client's business purposes. Any rights granted to Client shall not include rights to Provider's underlying tools, templates, or reusable components except as expressly transferred.

License Type: Non-exclusive Exclusive

Expenses and Taxes

Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in performance of the work upon provision of reasonable documentation. All fees are exclusive of taxes; Client shall be responsible for any sales, use, value-added, or other taxes assessed on the transactions contemplated by this Agreement, excluding taxes on Provider's net income.

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of this Agreement.

Entire Agreement

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

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