Paintworks Design Service Agreement

Paintworks Design Service Agreement

This Paintworks Design Service Agreement (the Agreement) is entered into as of by and between the parties identified below.

Parties and Contact Information

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional painting and design consultation services and possesses the experience, skill and personnel necessary to provide the services described in this Agreement; and

WHEREAS, Client wishes to engage Service Provider to perform design and painting services for the project described herein, and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, deliverables, payment and other matters related to the engagement.

Scope of Work

Service Provider shall perform the services and produce the deliverables described below. The Scope of Work may include design consultation, color selection, surface preparation, painting, finish work, and any agreed-upon mockups or samples. All work shall be performed in a professional manner consistent with industry standards.

Payment Terms

In consideration of the services rendered, Client shall pay Service Provider the fees set forth below. All fees are due in United States dollars and are exclusive of taxes unless otherwise stated.

Late payments shall bear interest at % per month (or the highest rate permitted by applicable law), assessed on amounts unpaid after days from the invoice due date. In addition to interest, Service Provider may suspend work for unpaid invoices after written notice.

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 at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days of written notice.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred up to the effective date of termination, together with any non-cancelable commitments.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive confidential information of the other party ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, is independently developed by the receiving party, or is disclosed pursuant to judicial or governmental process to the extent legally required.

The receiving party shall (i) maintain the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, (ii) use Confidential Information only for the purposes of performing under this Agreement, and (iii) not disclose Confidential Information to third parties except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein. These obligations shall continue for a period of months following termination or expiration of this Agreement.

Intellectual Property; Deliverables

Unless otherwise agreed in writing, Service Provider shall retain ownership of its pre-existing intellectual property, including design tools and processes. Upon receipt of full payment, Service Provider grants Client a non-exclusive, perpetual license to use final deliverables created specifically for Client under this Agreement for the intended purposes described in the Scope of Work. Service Provider may retain copies of deliverables for its records and portfolio unless Client has paid an agreed fee for exclusivity and non-disclosure.

Warranties; Limitation of Liability; Indemnification

Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE FOREGOING, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

Client shall indemnify and hold Service Provider harmless from third-party claims arising from Client's use of deliverables outside the scope contemplated herein or Client's failure to obtain required permissions for materials provided to Service Provider.

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 conflict of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county where Service Provider maintains its principal place of business, conducted under the rules of a recognized arbitration body, and judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

Entire Agreement; Amendment

This Agreement, including any attachments or exhibits signed by the parties, 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 written or oral. This Agreement may only be amended by a written instrument signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Notices under this Agreement shall be given in writing and delivered to the contact information set forth in this Agreement or such other address as a party designates in writing.

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