Design Operations Template

DESIGN OPERATIONS TEMPLATE

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

Client Name:

Client Address:

Provider Name:

Provider Address:

RECITALS

WHEREAS, Client engages in business activities requiring design systems, process documentation, and execution support for creative and product teams; and

WHEREAS, Provider represents that it has the personnel, technical capabilities, and operational processes to perform design operations services, including but not limited to design system maintenance, asset management, QA workflows, and production support; and

WHEREAS, the parties desire to set out the scope, payment, confidentiality, and governance terms under which Provider will deliver the services described below.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Provider a total fee of $ for the services described herein, subject to the payment schedule below.

Deposit: Client shall pay an initial deposit of $ upon execution of this Agreement.

Invoicing: Provider will invoice Client and Client shall pay invoices within days of receipt. Unpaid amounts shall accrue interest at % per month (or the maximum permitted by law) until paid.

TERM AND TERMINATION

Term: This Agreement commences on and continues until , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. In the event of termination, Provider shall be paid for work performed and irrevocably committed costs through the effective date of termination, subject to Client's right to offset amounts for defects or unperformed work.

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

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether in written, oral, or electronic form, including trade secrets, design systems, roadmaps, source files, pricing, customer lists, and business processes, but excludes information that is (a) known to the recipient prior to disclosure without obligation of confidentiality, (b) becomes publicly available through no act or omission of the recipient, (c) is rightfully received from a third party without restriction, or (d) is independently developed by the recipient without use of the discloser's Confidential Information.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use such information solely for the performance of this Agreement, and (iii) restrict disclosure to its employees, contractors, and advisors with a need to know and who are bound by obligations of confidentiality at least as protective as those herein. Each party shall implement reasonable administrative and technical safeguards to protect Confidential Information.

Duration: The confidentiality obligations shall survive termination of this Agreement for a period of years, provided that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INDEPENDENT CONTRACTOR; INTELLECTUAL PROPERTY

Relationship: Provider is an independent contractor. Nothing in this Agreement establishes a partnership, joint venture, or employment relationship between the parties.

Ownership and License: Unless otherwise agreed in writing, Provider grants Client a worldwide, non-exclusive, perpetual license to use, reproduce, and modify deliverables produced specifically for Client under this Agreement upon full payment. Provider retains ownership of preexisting materials and tools incorporated into deliverables; Provider grants Client a perpetual license to any such incorporated materials solely to the extent necessary to use the deliverables as intended.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total compensation paid by Client to Provider under this Agreement during the preceding twelve (12) months.

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 conflict of law principles.

Disputes: The parties shall first attempt to resolve any dispute through good faith negotiations. If unresolved within days, the parties may pursue any remedy available at law or in equity in the courts of the chosen governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations, and representations. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger or sale of substantially all of its assets.

Notices: Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Notice is effective upon receipt.

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