Presentation DLDeck

PRESENTATION DLDECK AGREEMENT

This Presentation DLDeck Agreement (Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: . The parties agree as follows.

RECITALS

WHEREAS, Client desires to obtain a professional presentation deck deliverable identified as Presentation DLDeck, described further below; and

WHEREAS, Service Provider represents that it has the expertise and capacity to design, develop and deliver the Presentation DLDeck in accordance with the scope and schedule set forth herein; and

WHEREAS, the parties wish to set forth in writing their respective rights and obligations with respect to creation, delivery, payment and ownership of the Presentation DLDeck.

SCOPE OF WORK

Service Provider shall provide professional services to create, design and deliver a presentation deck (the Deliverable) in accordance with the specifications, content and acceptance criteria described below and in the Scope of Work field. Deliverable includes layout, graphic elements, and one set of speaker notes unless otherwise stated.

PAYMENT TERMS

In consideration for the services and Deliverable, Client shall pay Service Provider the Total Fee set forth below according to the schedule provided. All amounts are denominated in United States dollars unless otherwise agreed in writing.

Unless otherwise agreed in writing, overdue amounts shall accrue interest at the Late Fee stated above and Client shall be responsible for collection costs, including reasonable attorneys' fees, to the extent permitted by law.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within fifteen (15) days after written notice. Termination shall not relieve Client of the obligation to pay for Services performed through the effective date of termination, including any non-cancellable expenses reasonably incurred.

CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any Confidential Information received from the other party, and shall use such Confidential Information solely for the purposes of performing obligations under this Agreement. Confidential Information excludes information that is (a) in the public domain through no fault of the receiving party, (b) rightfully in the receiving party's possession prior to disclosure, or (c) lawfully obtained from a third party without restriction. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY

Service Provider hereby grants to Client a non-exclusive license to use drafts and preliminary materials solely for review purposes. Upon full payment of all amounts due, Service Provider assigns to Client all right, title and interest in and to the final Deliverable, except for Service Provider's pre-existing materials, tools, templates and general skills, which remain the exclusive property of Service Provider. If limited licenses are intended instead of assignment, describe alternative ownership below.

WARRANTIES, LIMITATIONS AND INDEMNITY

Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for any action arising out of this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized courier, or certified mail, return receipt requested, and shall be effective upon receipt.

ENTIRE AGREEMENT

This Agreement, together with the Scope of Work and any documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in writing signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. Neither party may assign its rights or obligations under 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 assets.

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