Jewelry Display Layouts

JEWELRY DISPLAY LAYOUTS - GENERAL BUSINESS AGREEMENT

WHEREAS Client Name: and Designer Name: desire to set forth the terms under which Designer will prepare, deliver and (if applicable) install jewelry display layouts and related design documentation; and

WHEREAS the parties agree the Effective Date of this Agreement is: .

WHEREAS Designer represents that Designer possesses the skill, experience and resources necessary to prepare layouts, fixture specifications, elevations, and placement diagrams for the Client's retail and exhibition environments, and Client desires to retain Designer to perform the services described in this Agreement.

Scope of Work

Designer shall provide professional design services consisting of the preparation of jewelry display layouts, including scaled plans, elevations, material specifications, lighting placement, and installation instructions as required for the locations listed herein. Designer will coordinate with Client regarding placement approvals and final acceptance.

Display Layout Specifications

The following layout items describe the display units and their intended placements. Designer shall produce final scaled drawings for each item and a consolidated layout plan.

Payment Terms

Total Contract Amount: $

Late Payment: If any undisputed invoice is not paid within the period stated in the payment schedule, Client shall pay late charges of on the outstanding balance until paid. Acceptance of late payments shall not constitute a waiver of any other right or remedy.

Term and Termination

Term Commencement Date: .

Scheduled Termination Date: .

Either party may terminate this Agreement for material breach that is not cured within days after written notice. Upon termination, Client shall pay Designer for all work performed and reasonable costs incurred up to the effective date of termination.

Confidentiality

Each party shall maintain in strict confidence all non-public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly known other than by breach of this Agreement, or that is rightfully obtained from a third party without restriction.

Neither party will disclose Confidential Information to any third party except as required to perform the Scope of Work or as required by law, and each party will take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

By checking this box, the party acknowledges and accepts the confidentiality terms set forth above.

Intellectual Property & Use

Designer retains all right, title and interest in and to Designer's underlying design methodologies, sketches, concepts, draft materials, and tools. Upon full payment of all amounts due under this Agreement, Designer grants Client a non-exclusive, non-transferable license to use the delivered final layouts and installation instructions for Client's retail locations and exhibitions identified in this Agreement. Any further assignment or use beyond the agreed locations requires a written license or assignment signed by Designer.

Change Orders

Any changes to the Scope of Work, schedule, or materials shall be made only by written change order signed by both parties. Change orders may result in adjustments to the Contract Amount and delivery schedule. Designer will not be obligated to perform any work outside the Scope of Work until the parties have executed a change order addressing compensation and schedule.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from claims, damages, liabilities and expenses arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total amount paid by Client to Designer under this Agreement.

Acceptance

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles. Any action to enforce this Agreement shall be brought only in the courts of that jurisdiction.

This Agreement, including any exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Contact Information

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