Privacy Policy Screens

PRIVACY POLICY SCREENS

This General Business Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: with principal place of business at Client Address: and Service Provider Name: with principal place of business at Provider Address: .

WHEREAS

WHEREAS, Client requires the design, content placement and implementation guidance for in-application privacy policy screens, consent prompts and related user interface elements (the "Privacy Policy Screens"); and

WHEREAS, Provider represents that it has the expertise and resources to design, develop and deliver such screens and related assets in accordance with the scope and schedule set forth herein; and

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

1. Scope of Work

Provider shall design, produce and deliver Privacy Policy Screens and associated assets as described in the Deliverables below and in the Scope of Work. Provider shall coordinate with Client to incorporate Client-approved language, data-collection descriptions and required consent flows.

Included services shall, at minimum, cover: creation of wireframes and visual designs for applicable breakpoints, content placement for privacy notice language, consent interaction flows, machine-readable metadata for policy references, and a developer-ready deliverable package. Any changes outside the agreed Scope of Work will be treated as a change order subject to additional fees and timeline adjustments.

2. Payment Terms

Unless otherwise agreed in writing, Client shall pay invoices within Thirty (30) days of receipt. Provider may invoice upon milestone completion as set out in the Payment Schedule. If Client fails to pay any undisputed amount when due, Provider may suspend work after providing ten (10) days' written notice and charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by law.

3. Term and Termination

This Agreement shall commence on Start Date: and continue 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 such breach is not cured within thirty (30) days after written notice. Provider may terminate immediately for nonpayment. Upon termination, Client shall pay Provider for all work performed and reimbursable expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including product roadmaps, user data schemas, trade secrets, business plans, and non-public pricing. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) was known to the receiving party prior to disclosure; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) restrict disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) take reasonable measures to protect Confidential Information. These confidentiality obligations shall survive termination for a period of three (3) years, or longer with respect to trade secrets as required by law.

5. Intellectual Property

All design files, visual assets and source files created by Provider specifically for Client under this Agreement ("Work Product") shall be owned by Client upon full payment of fees due for such Work Product. Provider hereby assigns to Client all right, title and interest in and to such Work Product. Provider retains ownership of its pre-existing materials, tools and methodologies and grants Client a perpetual, non-exclusive license to any incorporated Provider materials necessary for Client's use of the Work Product.

6. Representations; Privacy Compliance

Provider represents that the services will be performed in a professional manner in accordance with common industry standards. Provider will design the Privacy Policy Screens to allow Client to communicate its privacy practices; Provider does not provide legal advice and Client is responsible for the legal sufficiency of the privacy notice wording and for ensuring compliance with applicable privacy laws. Provider will, however, implement screens as directed and will incorporate Client-supplied legal language in good faith.

7. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its own gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from a party's breach of its confidentiality obligations, or from indemnification obligations, neither party's aggregate liability shall exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

8. Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices are effective upon receipt.

9. Governing Law

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

10. Entire Agreement

This Agreement, including any exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications and proposals, whether oral or written. No amendment shall be effective unless in writing and signed by both parties.

11. Miscellaneous

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

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