3D Detail Document

3D Detail Document

This 3D Detail Document ("Document") is entered into as of by and between:

WHEREAS

WHEREAS, Client requires production of three-dimensional assets and related deliverables for the project identified below; and

WHEREAS, Provider has the technical capability and experience to create, texture, rig, and deliver the 3D models and associated files in accordance with the specifications set forth in this Document; and

WHEREAS, the parties desire to set forth the terms, scope, schedule, payment, and ownership of the 3D deliverables in this Document.

Project Identification

Scope of Work

Provider shall produce the 3D assets and deliverables described below in accordance with the specifications and acceptance criteria set forth herein. Deliverables shall be completed in a professional manner consistent with industry standards for 3D modeling and asset production.

Acceptance Criteria and Review

Deliverables will be reviewed against the specifications in Scope of Work. Client shall provide consolidated feedback within days of delivery. Provider shall remedy deficiencies identified in the first two review cycles at no additional charge. Additional revisions beyond the included review cycles shall be addressed through Change Orders.

Payment Terms

Client shall pay Provider as follows. All fees are exclusive of applicable taxes unless otherwise stated.

Term and Termination

The term of this Document begins on and continues until unless earlier terminated pursuant to this section.

Either party may terminate for convenience upon providing days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure within 15 days of written notice of breach. Upon termination, Client shall pay Provider for work performed through the effective date of termination and for any non-cancelable third-party costs incurred.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party and shall not disclose such information to third parties except to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Document. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party or that is independently developed without use of the disclosing party's confidential information.

Intellectual Property

Unless otherwise agreed in writing, Provider retains ownership of all underlying tools, software, and workflows used in producing the deliverables. Upon receipt of full payment, Provider assigns to Client all worldwide right, title, and interest in the final delivered 3D assets and associated source files specified in the Scope of Work, except for Provider's pre-existing intellectual property and third-party materials. If parties elect to grant a license instead of assignment, they shall indicate the selection below and describe the license scope.

Assignment of deliverable rights upon full payment

Perpetual license to Client (describe scope below)

Change Orders and Additional Work

Any material change in scope, specifications, or delivery schedule shall be documented in a written Change Order signed by both parties. Provider shall not be required to perform work outside the Scope of Work without a signed Change Order specifying any additional fees and revised delivery dates.

Expenses, Taxes, and Third-Party Costs

Client shall reimburse Provider for pre-approved out-of-pocket expenses reasonably incurred in connection with the services, including licensed third-party assets and software costs. Client is responsible for all taxes (excluding Provider's income taxes) arising from payments under this Document.

Warranties; Limitation of Liability

Provider warrants that delivered assets shall substantially conform to the specifications set forth in the Scope of Work for a period of 30 days following acceptance. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES. EXCEPT FOR LIABILITY FOR BODILY INJURY OR GROSS NEGLIGENCE, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS DOCUMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS DOCUMENT.

Governing Law; Dispute Resolution

This Document shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt to resolve disputes in good faith, and if unresolved, to submit the dispute to binding arbitration in the governing state unless otherwise mutually agreed in writing.

Entire Agreement

This Document, together with any referenced attachments and executed Change Orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Signatures

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