Design Support Agreement

DESIGN SUPPORT AGREEMENT

This Design Support Agreement ("Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires professional design services and ongoing design support in connection with Client's marketing, product and user experience activities; and

WHEREAS, Service Provider possesses the skills, personnel and technical capability to provide such design support and related services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of design support.

SCOPE OF WORK

Service Provider will provide design support, consulting and related deliverables as described below. The following description defines the scope of services to be provided under this Agreement:

Deliverables shall be provided in the formats and on the milestones set forth in the schedule below. Acceptance of deliverables will occur after Client review consistent with the acceptance criteria specified above; minor revisions shall be completed by Service Provider at no additional charge if reported within the acceptance period.

PAYMENT TERMS

Invoices shall be submitted to Client and are due and payable within days of receipt unless otherwise agreed in writing. Overdue payments shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate. Client is responsible for any reasonable, pre-approved out-of-pocket expenses incurred by Service Provider.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing or by inspection, 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. Confidential Information excludes information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of Confidential Information.

Each party shall: (i) protect the other party's Confidential Information with at least the same degree of care it uses to protect its own similar information, but no less than reasonable care; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The obligations set forth in this Section shall survive termination for a period of three (3) years, provided that trade secrets and source code shall remain protected indefinitely.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing materials, tools, methodologies and general know-how. Subject to Client's payment in full of all amounts due, Service Provider assigns to Client all right, title and interest in the final deliverables specifically produced for Client under this Agreement, excluding Service Provider's pre-existing materials and third-party materials. Service Provider grants Client a perpetual, worldwide, royalty-free license to embedded pre-existing materials to the extent necessary to use the deliverables. Each party represents that it has the right to grant the rights granted herein and that the deliverables will not infringe third-party intellectual property rights.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from wilful misconduct, gross negligence, breach of confidentiality, or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider in the prior twelve (12) month period. Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider's gross negligence, willful misconduct, or material infringement of third-party intellectual property rights. Client shall indemnify Service Provider for Client materials, specifications or instructions that give rise to third-party claims.

NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent of the parties to the greatest extent permitted by law.

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