Design Services Agreement Peachtree Design SCN

Design Services Agreement Peachtree Design SCN

Parties and Project

This Design Services Agreement (the Agreement) is made effective as of by and between the parties identified above. The Service Provider is Peachtree Design SCN unless otherwise specified in the provider_name field and the Client is the party identified in the client_name field.

WHEREAS

WHEREAS, the Client desires to retain the Service Provider to perform design services in connection with the project described as ; and

WHEREAS, the Service Provider represents that it has the skill, expertise and personnel necessary to perform the services described in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Service Provider will perform services and the Client will compensate the Service Provider.

Scope of Work

The Service Provider shall perform the services and deliverables described below in accordance with the terms of this Agreement. The Scope of Work shall include the following and is subject to change only pursuant to a written Change Order executed by both parties.

Payment Terms

In consideration for the performance of the Scope of Work, the Client shall pay the Service Provider the Total Fee and other amounts as set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Expenses and Reimbursables

The Client shall reimburse the Service Provider for preapproved out-of-pocket expenses reasonably incurred in connection with the performance of services. Reimbursable expenses shall be documented with receipts and billed monthly unless otherwise agreed.

Intellectual Property and License

Upon full payment of all amounts due under this Agreement, the Service Provider assigns to the Client all right, title and interest in final Deliverables created specifically for the Client, excluding preexisting materials, underlying tools, templates and the Service Provider’s general design methodologies, which remain the Service Provider’s proprietary property. The Service Provider grants the Client a nonexclusive, perpetual license to use any preexisting materials incorporated into Deliverables to the extent necessary to use the Deliverables as intended.

Term and Termination

The term of this Agreement shall commence on and shall continue through unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause if the other party materially breaches and fails to cure such breach within the Notice Period specified below following written notice. The Client may terminate for convenience upon providing the Notice Period, and will pay for services performed and approved expenses through the effective date of termination.

Confidentiality

Each party shall treat as confidential and shall not disclose to any third party any Confidential Information disclosed by the other party except as necessary to perform under this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, that is lawfully received from a third party, or that is independently developed without use of the disclosing party’s Confidential Information. The obligations under this Section shall survive termination of this Agreement for a period of three (3) years.

Representations, Warranties and Liability

Each party represents that it has authority to enter into this Agreement. The Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. LIABILITY OF THE SERVICE PROVIDER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Indemnification

Each party shall indemnify and hold harmless the other party from and against claims, liabilities, damages and expenses (including reasonable attorneys’ fees) arising out of the indemnifying party’s negligence or willful misconduct in performing its obligations under this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

Entire Agreement; Amendments

This Agreement, together with any exhibits and Change Orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment or waiver of any provision shall be effective unless executed in writing by both parties.

Survival

Provisions of this Agreement that by their nature should survive termination or expiration, including but not limited to payment obligations, confidentiality, intellectual property, indemnification and limitation of liability, shall survive such termination or expiration.

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