Design Layout Template

Design Layout Template

This General Business Agreement (the Agreement) is made effective as of Effective Date: by and between Client Name: , with primary address (Client), and Designer Name: , with primary address (Designer).

WHEREAS

WHEREAS, Client desires to engage Designer to perform design layout and related services for the project titled Project Title: (Project), and

WHEREAS, Designer represents that Designer has the expertise, resources, and personnel necessary to perform such services in accordance with the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Project.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: USD.

Late Payment Fee: A late fee shall apply to overdue amounts at the greater of (i) % per month, or (ii) a flat fee of USD, accruing from the date payment was due until paid in full.

TERM AND TERMINATION

Term Commencement: The services shall commence on Start Date: and, unless earlier terminated, shall continue until End Date: or until completion of the obligations herein.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice delivered no fewer than days to the other party. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, financial, technical, or creative information disclosed by one party to the other, whether marked confidential or that reasonably should be understood to be confidential.

Confidentiality Period (years): . Obligations with respect to trade secrets shall survive for so long as such information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY

Work Product Ownership and License: Unless otherwise agreed in writing, Designer hereby assigns to Client all right, title, and interest in the final deliverables created specifically for the Project (Work Product). Designer retains the right to use general skills, know-how, and pre-existing tools or templates that are not specific to the Work Product.

Select applicable ownership terms: Assignment of Work Product to Client Designer retains underlying tools/templates (not Work Product)

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Designer warrants that deliverables will materially conform to the agreed specifications at the time of delivery. Client shall indemnify and hold Designer harmless from claims arising from Client-provided content or instructions.

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.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Notices shall be in writing and delivered to the addresses provided above or such other address as a party may designate in writing. If any provision of this Agreement is held invalid, the remainder shall remain in full force and effect.

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