Mini Glitter Template

MINI GLITTER TEMPLATE

This General Business Agreement ("Agreement") is made and entered into on , by and between Client Name: with address , and Service Provider Name: with address .

RECITALS

WHEREAS, Client desires to engage Service Provider to produce, design and deliver a "Mini Glitter" template product and related services as described in this Agreement; and

WHEREAS, Service Provider has the professional skill, experience and capability to perform such design, development and delivery services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions that will govern their relationship and the provision of services.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the total amount of $ for the services and deliverables described above. Payment shall be made according to the schedule below.

Deposit required at execution: $ . Final payment due upon acceptance of deliverables as specified in the Acceptance Criteria.

Late payments shall accrue interest at the rate of % per month (or the maximum allowed by law), calculated from the date payment was due until payment is received in full. Client is also responsible for reasonable collection costs and attorneys' fees incurred to recover unpaid amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public, proprietary or confidential information disclosed by either party to the other, whether written, oral, electronic or otherwise, including but not limited to designs, formulas, business plans, pricing, customer lists and technical data. Each party shall: (a) hold Confidential Information of the other in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to third parties except to those employees, contractors and agents bound by confidentiality obligations necessary to perform this Agreement; and (c) use Confidential Information solely for the purposes of performing under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available other than as a result of a breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without confidentiality obligation. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify such destruction upon request.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, Service Provider retains all rights, title and interest in pre-existing intellectual property and tools used in connection with the services. Upon full payment, Service Provider grants Client a non-exclusive, non-transferable license to use the final delivered Mini Glitter template for Client's internal business purposes. Any custom source files, templates or assets specifically commissioned and paid for in full shall be assigned to Client as set forth in a written deliverables schedule.

WARRANTIES, INDEMNITY AND LIMITATION OF LIABILITY

Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY ABOVE, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Each party shall indemnify, defend and hold harmless the other from claims arising out of its gross negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved in the courts located in the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any attachments and referenced schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment or modification shall be effective unless in a writing signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliated entity or in connection with a merger or sale of substantially all assets.

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