3D Modeling Agreement

3D MODELING AGREEMENT

This 3D Modeling Agreement ("Agreement") is entered into by and between:

Client Name:   Client Address:

Contractor Name:   Contractor Address:

RECITALS

WHEREAS, Client desires to engage Contractor to create three-dimensional computer models, textures, and related deliverables for Client's project as described herein; and

WHEREAS, Contractor represents that it has the skill, experience, personnel and resources necessary to perform the services and deliverables in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide 3D modeling services to Client.

SCOPE OF WORK

Deliverables will include final model files in the following formats: and texture maps in: . Any additional formats or conversions requested after acceptance will be treated as Change Orders.

PAYMENT TERMS

Total Fee: (USD). Client shall pay in accordance with the schedule below.

Invoices shall be due within days of receipt. Late payments shall incur interest at per month (or the maximum permitted by law), plus a late fee of USD for each overdue invoice.

All payments are exclusive of taxes. Client shall be responsible for any sales, use, value-added or other taxes imposed on the services, excluding taxes based on Contractor's net income.

TERM AND TERMINATION

Term Commencement Date: .   Term End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In the event of termination, Contractor shall be paid for all work performed and expenses incurred up to the effective date of termination, including a reasonable charge for work-in-progress.

Either party may terminate immediately for material breach if the breaching party fails to cure the breach within days after written notice. Termination shall not affect rights and obligations accrued prior to termination.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, Contractor retains ownership of pre-existing tools, workflows, procedural code, and general know-how. Upon full payment, Contractor grants Client a worldwide, non-exclusive, perpetual license to use, modify, reproduce, display and distribute the final delivered 3D model files for Client's business purposes specified in the Scope of Work. Contractor shall retain the right to reuse general design techniques and non-proprietary elements not expressly created for Client.

If work is to be assigned as "work made for hire", indicate below:    Work made for hire

CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any non-public information disclosed by the other party that is designated as confidential or that by its nature should reasonably be considered confidential ("Confidential Information"). Confidential Information does not include information that (i) is or becomes generally available to the public through no wrongful act of the receiving party; (ii) was in the receiving party's possession without restriction prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Upon termination or upon written request, the receiving party shall return or certify destruction of the disclosing party's Confidential Information, except for one archival copy retained in legal or accounting files.

ACCEPTANCE; REVISIONS; WARRANTIES

Client shall have days from delivery to accept or reject deliverables in writing. Failure to reject within the acceptance period constitutes acceptance. Contractor will, at no additional cost, make up to rounds of revisions as specified in the Scope of Work. Additional revisions shall be billed at the hourly rate set forth in the Payment Schedule.

Contractor warrants that deliverables will conform materially to the Scope of Work for a period of days following acceptance. EXCEPT FOR THE FOREGOING, DELIVERABLES ARE PROVIDED "AS IS" AND CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

INDEMNIFICATION

Contractor shall indemnify and hold Client harmless from third-party claims alleging that Contractor's deliverables, as provided to Client and used as intended, infringe a third party's copyright provided Contractor is promptly notified and allowed to control the defense and settlement. Client shall indemnify Contractor for claims arising from Client-provided materials, specifications, or use of deliverables outside the Scope of Work.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party's aggregate liability for claims under this Agreement shall exceed the total fees paid by Client to Contractor 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 conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments, exhibits and Change Orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be given in writing to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

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