Business Website Template

BUSINESS WEBSITE TEMPLATE AGREEMENT

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

WHEREAS

WHEREAS, Provider develops, markets and licenses website templates, components and associated design assets (collectively, "Templates"); and

WHEREAS, Client desires to obtain from Provider a license to use and, where applicable, customization and setup services for a specified Business Website Template under the terms set forth in this Agreement; and

WHEREAS, Provider is willing to provide such license and services subject to the terms and conditions in this Agreement.

SCOPE OF WORK

Provider shall provide the Template, any agreed customizations, installation and initial configuration services as described below. Provider will perform services in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider fees in exchange for the Template, customizations and services as follows:

All payments are due in full in accordance with the schedule above. Overdue amounts shall accrue late fees as specified above and Provider may suspend services until outstanding amounts are paid.

INTELLECTUAL PROPERTY AND LICENSE

Provider retains all right, title and interest in and to the Templates, source code, design files and pre-existing materials. Subject to Client's full payment and compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable license to use the delivered Template for Client's business purposes as set forth in the Scope of Work. Unless otherwise expressly agreed in writing, Client shall not resell, sublicence, distribute, or otherwise make the Template available to third parties.

DELIVERY AND ACCEPTANCE

Provider will deliver the Template and completed customizations according to the milestones in the Scope of Work. Client will have a reasonable acceptance period of days following delivery to review and report defects. Acceptance shall occur upon written confirmation or upon the expiration of the acceptance period without material defect notice.

TERM AND TERMINATION

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

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 days after receipt of written notice. Provider may terminate immediately if Client fails to make undisputed payments when due.

CONFIDENTIALITY

Each party shall treat as Confidential Information all non-public information disclosed by the other party that is marked confidential or that should reasonably be understood to be confidential. Confidential Information does not include information that is or becomes publicly known through no wrongful act of the receiving party, is lawfully received from a third party without restriction, or is independently developed.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose it to third parties except to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations. Confidentiality obligations shall survive termination for a period of years.

WARRANTIES; LIMITATIONS

Provider warrants that it will perform services in a professional manner and that delivered Templates will substantially conform to the agreed specifications for a period of 30 days following acceptance. EXCEPT AS EXPRESSLY STATED, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

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.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and the Scope of Work, 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 written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

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 designates in writing. Notices are effective upon receipt.

GENERAL PROVISIONS

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

By executing below, each signatory represents and warrants that they are authorized to enter into this Agreement on behalf of the party they represent and that the information provided in this Agreement is true and correct.

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