Design Diamond Design Eternity

Design Diamond Design Eternity — General Business Agreement

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between Service Provider: and Client Name: .

RECITALS

WHEREAS, Service Provider represents that it has professional experience and technical expertise in jewelry design, prototyping, and related creative services, including the design identified as "Design Diamond Design Eternity"; and

WHEREAS, Client desires to engage Service Provider to perform design services in connection with the creation, refinement, and delivery of one or more deliverables defined in this Agreement, and Service Provider agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to set forth the scope, compensation, ownership, confidentiality, and other material terms governing their relationship.

SCOPE OF WORK

Service Provider shall perform design services for the project titled Design Diamond Design Eternity. The parties acknowledge that the scope may include concept development, technical drawings, CAD files, sample prototyping, materials selection, and up to the number of revisions specified below. Specific deliverables, milestones, acceptance criteria, and formats are described in the Scope of Work field.

PAYMENT TERMS

Client shall pay Service Provider for the services and deliverables as set forth below. All fees are stated in U.S. dollars unless otherwise specified.

Invoices are payable within the period specified in the Payment Schedule. If Client disputes any portion of an invoice in good faith, Client shall notify Service Provider in writing within ten (10) days of receipt and pay any undisputed portion as required. Fees unpaid after the due date are subject to the Late Fee above and Service Provider may suspend performance after providing seven (7) days written notice of nonpayment.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated pursuant to this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for work performed and accepted prior to the termination date. Upon termination for convenience, Client shall pay Service Provider for work performed to date and reasonable wind-down costs as documented.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that is (a) publicly known through no breach of this Agreement, (b) lawfully received from a third party without confidentiality obligations, or (c) independently developed without use of the other party's Confidential Information.

Each party shall: (i) hold the other party's Confidential Information in strict confidence; (ii) restrict access to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (iii) use Confidential Information solely for performance of this Agreement. The confidentiality obligations set forth herein shall continue for Confidentiality Period (years):

INTELLECTUAL PROPERTY

Subject to full payment of all fees due hereunder, Service Provider assigns to Client all right, title, and interest in and to the final Deliverables created specifically for Client under this Agreement, including copyrights and other proprietary rights necessary for Client's use. Service Provider shall retain ownership of any general skills, know-how, or preexisting materials, tools, templates, or software used in the performance of the services ("Retained Materials"). To the extent Retained Materials are incorporated in Deliverables, Service Provider grants Client a perpetual, non-exclusive, worldwide license to use those portions solely as embedded in the Deliverables.

Service Provider represents and warrants that the Deliverables will be original and will not infringe the intellectual property rights of any third party. Client's rights to Deliverables are conditioned upon Client's full payment of all fees due to Service Provider.

LIMITATION OF LIABILITY & INDEMNITY

Except for breaches of confidentiality, indemnification for intellectual property infringement, or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Each party's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Service Provider shall indemnify and hold Client harmless from third-party claims alleging that the Deliverables infringe a third party's copyright, trademark, or patent, provided Client gives prompt written notice and permits Service Provider control of the defense and settlement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Notices shall be in writing and delivered to the primary contact addresses set forth above.

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