Jewelry Design Stirrup Earrings

GENERAL BUSINESS AGREEMENT — JEWELRY DESIGN (STIRRUP EARRINGS)

This General Business Agreement (the "Agreement") is entered into effective as of by and between:

RECITALS

WHEREAS, Designer is engaged in the business of creating original jewelry designs and fabricating fine jewelry, including stirrup-style earrings; and

WHEREAS, Client desires to commission Designer to design and deliver a pair of stirrup earrings in accordance with the terms set forth below, and Designer is willing to perform such services pursuant to this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows.

SCOPE OF WORK

Project Name: — Item: Stirrup Earrings, design specifications to include materials, dimensions, and finish as described below.

Primary Materials: • Estimated Completion Date:

PAYMENT TERMS

Total Fee (USD): . A non-refundable design deposit of is due upon execution of this Agreement.

Final payment is due upon Client's written acceptance of the completed jewelry and prior to shipment or handover. Late payments shall incur a late fee of per month on the outstanding balance, calculated monthly.

TERM AND TERMINATION

Term Commencement: . Anticipated Completion / Termination Date: .

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Termination for material breach shall be effective immediately if the breaching party fails to cure within 14 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

The parties acknowledge that in the course of performance they may disclose Confidential Information. "Confidential Information" means design sketches, prototypes, technical specifications, customer information, pricing, and other non-public information identified as confidential. Each party agrees to (i) hold Confidential Information in strict confidence, (ii) use it solely for performance under this Agreement, and (iii) not disclose it to third parties except to employees, contractors, or professional advisors who have a need to know and are bound to confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

Mutual confidentiality acknowledged:

INTELLECTUAL PROPERTY

Designer warrants that the designs delivered are original and do not infringe third-party rights. Unless otherwise agreed in writing, Designer retains copyright and moral rights in the design. Upon Client's full payment of all sums due, Designer grants Client a perpetual, worldwide, non-exclusive license to use the specific final physical design of the commissioned stirrup earrings for Client's personal use and resale, subject to Designer's retained rights in design drawings and digital files.

Assignment of full ownership and copyright to Client upon full payment (select if applicable): If selected, assignment fee (if any):

DELIVERY, ACCEPTANCE, AND REVISIONS

Delivery Method: . Delivery Address:

Client shall inspect the delivered jewelry within 5 business days of receipt and provide written acceptance or a detailed list of defects. Designer will be responsible for remedying defects covered by the warranty. The parties agree that included revisions number:

WARRANTY AND LIMITATION OF LIABILITY

Designer warrants that workmanship will conform to accepted industry standards for a period of 90 days from delivery. This warranty excludes normal wear and tear, loss, theft, misuse, or alteration by third parties. EXCEPT FOR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES. THE AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO DESIGNER UNDER THIS AGREEMENT.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other from and against any third-party claims arising from the indemnifying party’s breach of representations, willful misconduct, or gross negligence, provided that the indemnified party gives prompt written notice of any claim and cooperates in the defense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any attached exhibits or written change orders signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices required under this Agreement shall be given in writing to the addresses set forth above or to such other address as either party may designate by prior written notice. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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