Animation Agreement

ANIMATION AGREEMENT

This Animation Agreement ("Agreement") is entered into as of by and between:

Client Name:     Client Contact:

Animator Name:     Animator Contact:

Recitals

WHEREAS, Client desires to engage Animator to create animated motion graphics, character animation, and related deliverables as further described in this Agreement; and

WHEREAS, Animator represents that Animator has the professional skill, experience, and personnel required to perform the services and deliver the Deliverables specified herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided and the rights to the resulting work will be allocated.

Scope of Work

Payment Terms

Total Fee: $     Deposit: $     Balance Due: $

Unless otherwise agreed in writing, invoices are due within days of invoice. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus any collection costs, and a minimum late fee of $ .

Payment Method:

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In the event of termination for convenience, Client shall pay Animator for all services performed and reasonable costs incurred through the effective date of termination.

Either party may terminate immediately for material breach by the other party that is not cured within days after written notice of such breach.

Confidentiality

Each party shall hold in strict confidence all confidential information disclosed by the other party that is marked confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential information shall not include information that is or becomes publicly known through no breach of this Agreement, independently developed without use of the disclosing party's confidential information, or rightfully received from a third party without restriction.

The receiving party shall use confidential information solely to perform its obligations under this Agreement and shall limit disclosure to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those set forth here.

Intellectual Property; Ownership

Subject to full payment of all sums due under this Agreement, Animator hereby assigns to Client all right, title and interest in and to the final delivered works and Deliverables created under this Agreement, including all copyrights and other intellectual property rights, worldwide and in perpetuity. To the extent any Deliverables are not legally assignable at law, Animator hereby grants to Client an exclusive, transferable, sublicensable, royalty-free, worldwide license to such Deliverables for all media now known or hereafter developed.

Animator represents and warrants that: (a) the Deliverables are original to Animator and do not infringe the rights of any third party; (b) Animator has full power and authority to grant the rights granted hereunder; and (c) any third-party materials included in the Deliverables are licensed for inclusion and Client's use as contemplated by this Agreement. Animator shall, at Animator's expense, obtain and deliver to Client written licenses or releases for any third-party materials incorporated in the Deliverables.

Revisions; Acceptance

The parties shall agree in writing to the number of included revision rounds. Requests for change beyond the included revision rounds or requests that materially alter the agreed scope shall be treated as additional work and billed at Animator's then-current hourly rate or by separate written estimate. Client shall provide acceptance or rejection of each milestone delivery within days of delivery; failure to provide timely written rejection shall constitute acceptance.

Warranties; Indemnification; Limitation of Liability

Each party warrants that it has the full right and authority to enter into this Agreement. Client warrants that materials it provides for inclusion in the Deliverables do not infringe third-party rights.

Animator shall indemnify, defend, and hold harmless Client from and against any losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of any third-party claim that the Deliverables, as delivered and used in accordance with this Agreement, infringe intellectual property rights, provided that Client promptly notifies Animator of such claim and reasonably cooperates with Animator in the defense.

Except for liability arising from a party's gross negligence, willful misconduct, or a breach of the intellectual property assignment obligations, neither party's aggregate liability for any claim arising out of or relating to this Agreement shall exceed the total fees actually paid by Client to Animator under this Agreement.

Insurance

Animator shall maintain, at Animator's expense, commercial general liability insurance and any other insurance reasonably required to perform the Services. Upon request, Animator shall provide certificates of insurance evidencing such coverage.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior representatives. If the parties cannot resolve a dispute within 45 days, either party may pursue any remedy available at law or in equity.

Notices

Entire Agreement; Amendments

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

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign this Agreement in connection with a corporate reorganization, merger, or sale of substantially all of its assets.

Headings are for convenience only and shall not affect interpretation.

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