User Interface Template

USER INTERFACE TEMPLATE

This General Business Agreement (the "Agreement") is entered into effective as of (the "Effective Date") by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client desires to retain Service Provider to design and deliver a user interface and related assets for the Client's application or website (the "Work"); and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources to perform the design and delivery of the Work in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to scope, payment, confidentiality, intellectual property, and termination.

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below. All deliverables shall conform to the acceptance criteria set forth in this Agreement and any agreed statements of work.

PAYMENT TERMS

Total Compensation: Client shall pay Service Provider the fixed sum of USD for completion of the Work, subject to adjustments by written Change Order.

Invoicing and Payment Terms: Invoices shall be due and payable within days of receipt. Payments not received within the foregoing period shall be subject to a late fee of on the unpaid balance, compounded monthly to the extent permitted by law.

Payment Method:

TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all Work performed and expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work-in-progress and completed deliverables for which Client has paid.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and not disclose or use any Confidential Information of the other party (the "Disclosing Party") except as reasonably necessary to perform its obligations under this Agreement. "Confidential Information" means non-public business, technical and financial information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidentiality Term: The obligations set forth in this section shall survive termination for a period of months following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY

Ownership of Deliverables: Subject to Client's timely payment in full of all amounts due, Service Provider hereby assigns to Client all right, title and interest in and to the final deliverables created specifically for Client under this Agreement. Service Provider retains all right, title and interest in and to its pre-existing materials, tools, libraries, templates, and other proprietary materials, whether modified or incorporated into the deliverables (collectively, "Service Provider Materials"), and grants Client a non-exclusive, perpetual, worldwide license to use any Service Provider Materials that are embedded in the deliverables to the extent necessary to use the deliverables as intended.

Moral Rights: To the extent permitted by applicable law, Service Provider hereby waives and agrees not to assert any moral rights in the deliverables that would interfere with Client's use of the deliverables.

CHANGE ORDERS

Any change to the Scope of Work, schedule, or compensation shall be documented in a written Change Order signed by authorized representatives of both parties. Service Provider shall not be required to perform services outside the Scope of Work without a signed Change Order.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the deliverables will materially conform to the specifications set forth in this Agreement for a period of thirty (30) days following delivery. Client's sole and exclusive remedy, and Service Provider's sole obligation, for breach of this warranty shall be to correct or re-perform non-conforming services at no additional charge.

Except for willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special, punitive or exemplary damages arising out of or relating to this Agreement, regardless of the cause of action, and each party's aggregate liability for all claims arising out of or relating to this Agreement shall not exceed the total compensation actually paid by Client to Service Provider under this Agreement.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

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

Entire Agreement: This Agreement, including any attached statements of work and Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the Parties: The parties are independent contractors, and nothing in this Agreement shall create a partnership, joint venture or employer-employee relationship.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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