Sympathy Card Template

SYMPATHY CARD TEMPLATE — DESIGN SERVICES AGREEMENT

This Sympathy Card Template Design Services Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: . The parties agree as follows.

RECITALS

WHEREAS, Client requires the creation of a sympathy card template and related deliverables for distribution, print, or electronic use; and

WHEREAS, Service Provider represents that it has professional experience in graphic design, typography, and content layout and is willing to design the requested sympathy card template in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth in writing their respective rights and obligations with respect to the Services described below.

SCOPE OF WORK

Print-ready PDF (CMYK, bleed included)    Source files (e.g., Adobe Illustrator, InDesign)    Web-optimized image (RGB)    Alternate message variations (count: )

PAYMENT TERMS

Total Fee: $. Payment shall be made as follows:

Deposit: due upon execution; Final payment: due upon delivery of final files.

Payments not received within days of the invoice due date shall incur a late fee equal to per month on the outstanding balance, and Provider may suspend delivery of deliverables until payment is made in full.

TERM AND TERMINATION

Term begins on Start Date: and ends on End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure the breach within days after receipt of written notice. Upon termination for cause by Client, Provider shall deliver any completed work and Client shall pay for work performed through the date of termination.

Either party may terminate this Agreement for convenience upon days written notice to the other. In such event, Provider shall be paid for Services performed and expenses incurred through the effective termination date.

CONFIDENTIALITY

Each party agrees to maintain in confidence all non-public information provided by the other party 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 ("Confidential Information"). Confidential Information does not include information that is (a) publicly known through no breach of this Agreement; (b) rightfully obtained by the receiving party from a third party without breach; or (c) independently developed without use of the disclosing party's Confidential Information.

The receiving party will protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, and will not disclose Confidential Information to any third party except to employees, contractors, or legal or financial advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

INTELLECTUAL PROPERTY AND LICENSE

Ownership of pre-existing materials, third-party assets, and stock imagery remains with their respective owners. Unless otherwise agreed in writing, Service Provider retains ownership of Provider's pre-existing design elements and templates, and Client is granted a non-exclusive, worldwide, perpetual license to use the final delivered sympathy card template for the purposes identified in this Agreement upon full payment of all fees.

Check if Client shall receive an assignment of copyright in the final deliverables upon full payment. If checked, parties agree that Provider will execute documents reasonably necessary to effect such assignment, and Client shall reimburse Provider for any third-party registration costs.

WARRANTIES AND LIMITATION OF LIABILITY

Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, AND TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE PRIOR SIX MONTHS.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous proposals, negotiations, representations, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS

Notices under this Agreement shall be delivered to the contact information provided by each party. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to attempt in good faith to resolve any disputes through negotiation prior to initiating formal proceedings.

CONTACT INFORMATION

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