Custom Business Screens

CUSTOM BUSINESS SCREENS AGREEMENT

This Custom Business Screens Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with Principal Address: , and Service Provider Name: with Principal Address: .

WHEREAS

1. Client requires the design, development and delivery of custom business screens for use in Client’s business operations, including but not limited to user interface screens, display templates, and related assets (the Services).

2. Service Provider represents that it has the expertise to design and deliver screen designs, prototypes, and production assets in accordance with the specifications set forth in this Agreement.

3. The parties desire to set forth their respective rights and obligations with respect to the Services and related deliverables.

SCOPE OF WORK

PAYMENT TERMS

Total Fee Payable by Client to Service Provider for the Services: $ .

Late Payment: If any undisputed amount is not paid within days after the due date, interest will accrue at the rate of % per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination. Upon termination, Client shall pay Service Provider for Services performed and deliverables accepted through the effective date of termination, and Service Provider shall deliver work-in-progress to Client on a pro rata basis.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice of the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by a disclosing party to the receiving party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including designs, prototypes, business plans, pricing, customer lists, and source materials.

Obligations: The receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to its employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing party, (b) was known to the receiving party prior to receipt from the disclosing party, (c) is received from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

Duration: The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of , except with respect to trade secrets for which protection shall continue for so long as such information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY

Ownership: As between the parties, Service Provider retains ownership of Service Provider Background Technology and preexisting materials. Upon full payment of all fees due hereunder, Service Provider assigns to Client all right, title and interest in and to the final delivered screen designs and deliverables specifically created for Client under this Agreement (the Work Product), subject to any third-party licenses identified by Service Provider in writing. Service Provider shall retain the right to use general skills, know-how and non-confidential ideas gained in the course of performing the Services.

DELIVERY; ACCEPTANCE

Delivery: Service Provider shall deliver milestones and final deliverables in accordance with the schedule set forth in the Scope of Work. Client shall review each deliverable within business days of delivery and shall notify Service Provider in writing of any deficiencies. If Client does not provide timely notice, the deliverable shall be deemed accepted.

WARRANTY; LIMITATION OF LIABILITY

Warranty: Service Provider warrants that for a period of 30 days after acceptance, the delivered screens will materially conform to the agreed specifications. Service Provider’s sole obligation and Client’s exclusive remedy for breach of this warranty shall be, at Service Provider’s option, to correct any nonconformity or to refund the portion of the fee attributable to the nonconforming deliverable.

Limitation of Liability: Except for liability arising from a party’s gross negligence or willful misconduct, or for breach of confidentiality or infringement of intellectual property rights, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, and each party’s aggregate liability arising under or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the 12 months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation. If the dispute cannot be resolved by negotiation within 30 days, either party may seek any available legal or equitable remedy in a court of competent jurisdiction in the state specified above.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the other party’s prior written consent, except that Service Provider may assign to an affiliate or to a successor in interest in connection with a merger or sale of substantially all of its assets related to this Agreement.

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

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any attachments or written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

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