User Experience UI Document

USER EXPERIENCE UI DOCUMENT

This User Experience and User Interface Services Agreement (the "Agreement") is made effective as of (the "Effective Date") by and between:

RECITALS

WHEREAS, Client desires to engage Service Provider to provide user experience (UX) and user interface (UI) design services described herein, and Service Provider represents that it has the expertise, personnel, and resources to perform such services in accordance with this Agreement; and

WHEREAS, the parties intend to set forth the scope of work, deliverables, schedule, payment terms, confidentiality obligations, and other responsibilities applicable to the engagement.

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

1. PROJECT IDENTIFICATION

2. SCOPE OF WORK

Service Provider will perform the UX/UI services described below and deliver the associated deliverables in accordance with the acceptance criteria and schedule set forth in this Agreement.

3. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Services. All fees are exclusive of taxes unless otherwise required by law.

4. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party that remains uncured for the notice period specified above. Upon termination, Client will pay Service Provider for all work performed and expenses incurred through the effective date of termination.

5. CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, product, design, customer, pricing, and financial information disclosed in any form. Each party agrees to: (a) use the other party’s Confidential Information solely to perform its obligations under this Agreement; (b) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care; and (c) not disclose Confidential Information except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is (i) in the public domain through no breach of this Agreement, (ii) independently developed without use of the other party’s Confidential Information, or (iii) rightfully obtained from a third party without restriction.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Client a perpetual, non-exclusive, worldwide license to use deliverables produced under this Agreement solely for Client’s internal business purposes. Service Provider retains ownership of its pre-existing tools, templates, methodologies, and intellectual property. If the parties agree to an assignment of copyrights in a deliverable, such assignment shall be documented in writing and contingent upon full payment of all fees due.

7. REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the right and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Agreement, including any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, proposals, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

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

SIGNATURES

Sign Now