Fashion Pour Femme Template

FASHION POUR FEMME TEMPLATE — GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is made and entered into as of the date set forth in the signature block below by and between:

Client Name:     Business Entity Type:

Client Address:

Service Provider Name:     Business Entity Type:

Provider Address:

RECITALS

WHEREAS, Client operates under the trade name Fashion Pour Femme and seeks professional services in connection with fashion design, product development, marketing collateral, and related brand services; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capacity to provide the services described in this Agreement and is willing to perform such services on the terms set forth herein.

SCOPE OF WORK

The Service Provider shall perform the services described below in a professional manner consistent with industry standards. Services will include but are not limited to design concepts, technical flats, sample coordination, vendor liaison, fitting sessions, and the creation of marketing assets as requested by Client.

PAYMENT TERMS

Fees and payment terms are as follows. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices unpaid after days will accrue interest at a rate of (or the maximum rate permitted by law, if lower). Client shall also reimburse reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and remain in effect until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if such breach is not cured within days after receipt of written notice specifying the breach. Termination does not relieve Client of payment obligations for services rendered and costs incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement. The receiving party shall: (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) employ reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that: is or becomes public through no breach by the receiving party; was known prior to disclosure; is rightfully received from a third party without restriction; or is independently developed without use of or reference to Confidential Information. Upon termination, the receiving party shall return or destroy Confidential Information at disclosing party's election.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, worldwide license to use deliverables upon full payment. Service Provider warrants that deliverables are original or properly licensed, and agrees to assign copyrights for works made for hire as necessary to effect Client's intended use. Pre-existing Provider tools, templates, and background IP remain Provider's property; Provider grants Client a limited license to use such background IP solely as incorporated in the deliverables.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable for incidental, consequential, special, or punitive damages. Provider's aggregate liability arising from or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

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 law principles. Any dispute arising under or relating to this Agreement shall be resolved in the state or federal courts located in that state, and the parties submit to personal jurisdiction therein.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments, or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, negotiations, and agreements, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Headings are for convenience only and do not affect interpretation.

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