3D Design Finalization Document

3D Design Finalization Document

Effective Date:

Parties

Client Name:    Client Contact:

Designer Name:    Designer Contact:

Recitals

WHEREAS, Client has engaged Designer to produce three-dimensional digital models, textures, and related deliverables for use in Client's projects; and

WHEREAS, Designer has provided draft designs and revisions and the parties intend by this document to record final specifications, payment obligations, transfer of deliverables, and acceptance procedures for the Final Designs.

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

Scope of Work

Primary file formats to be delivered:

Number of unique model files:    Textures included:

Payment Terms

Deposit amount:    Final payment due within days of final delivery.

Late fee: . Client agrees to pay interest on overdue amounts and any collection costs reasonably incurred by Designer.

Acceptance and Revisions

Client shall accept or provide written rejection with specific deficiencies within days of delivery. Failure to timely reject shall constitute deemed acceptance.

Number of revisions included: . Additional revisions billed at per revision.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate for material breach if such breach remains uncured for days after written notice. Either party may terminate for convenience upon days' prior written notice. Termination does not relieve Client of payment obligations for work performed and deliverables delivered prior to termination.

Intellectual Property and Use

Ownership option (select one):

Assignment of all final design copyrights and related rights to Client upon final payment.    Designer retains underlying rights and grants Client a perpetual, worldwide, transferable license to use the Final Designs as specified in this agreement.

Prior to final payment, Designer retains ownership of drafts and preliminary materials. Any third-party assets included in deliverables shall be subject to their original licenses; Designer shall disclose such assets and licensing terms to Client.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party relating to business, technology, products, or strategy ("Confidential Information"). Confidential Information does not include information that is or becomes public through no breach by the receiving party, independently developed by the receiving party, or rightfully received from a third party without restriction. Confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

Warranties; Limitation of Liability

Designer warrants that the Final Designs will materially conform to the specifications set forth in this document for a period of 30 days after acceptance. Except as expressly set forth herein, Designer disclaims all other warranties, express or implied. Neither party shall be liable to the other for consequential, incidental, or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid to Designer under this Agreement.

Governing Law

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

Entire Agreement

This document, together with any attached exhibits or referenced schedules, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior proposals, negotiations, and understandings, whether written or oral. Any modification must be in writing and signed by both parties.

Notices

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