Valentine's Day Card Template

GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is made and entered into as of , by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client is engaged in the business identified as the recipient of custom creative services and desires to obtain from Service Provider certain design, production and licensing services for a Valentine's Day card template and related deliverables (the "Deliverables");

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform design and production services for the Deliverables and is willing to provide such services to Client pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope, payment, confidentiality and other matters related to the Deliverables.

Scope of Work

Payment Terms

All payments are due in U.S. dollars within the time periods specified above. Overdue amounts shall accrue interest at the rate set forth in the Late Payment Fee field or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall be responsible for all reasonable collection costs, including fees for attorneys and collection agents, for amounts not paid when due.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within the notice period set forth above. Termination shall not relieve Client of its obligation to pay for all services performed and expenses incurred prior to the effective date of termination, nor shall it relieve Service Provider of obligations applicable after termination including but not limited to confidentiality and transfer of certain deliverables as provided herein.

Confidentiality

Each party acknowledges that during the course of performance it will receive confidential or proprietary information of the other party. "Confidential Information" includes technical, financial, marketing, creative, and business information disclosed in any form that a reasonable person would understand to be confidential. Each recipient shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to its employees and contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

By checking this box, the signing party acknowledges and agrees to the confidentiality obligations set forth above.

Intellectual Property and License

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing materials, templates and tools used to create the Deliverables. Upon full payment, Service Provider grants Client a non-exclusive, worldwide, perpetual license to use the final delivered Valentine's Day card template in the formats expressly delivered to Client. Any transfer of rights beyond the scope of this license, including exclusive ownership or transfer of source files, must be separately documented in writing and may be subject to additional fees.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified above without regard to conflict of laws principles. The parties agree that venue for any dispute shall lie in the courts of that jurisdiction.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

By checking this box, the signing party acknowledges that it has read and consents to the Entire Agreement clause above.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its 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 of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses of the parties as provided in separate written communication or as otherwise designated in writing.

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