Animation Group Agreement

ANIMATION GROUP AGREEMENT

This Animation Group Agreement (the Agreement) is entered into as of Effective Date: by and between Animation Group Name: (hereafter the Animation Group), and Client Name: (hereafter the Client). Each a Party and together the Parties.

RECITALS

WHEREAS, the Animation Group is a collective of individuals led by Group Lead: organized to provide animation production, design, and related creative services; and

WHEREAS, the Client desires to engage the Animation Group to produce animation assets for Project Name: in accordance with the terms set forth herein; and

WHEREAS, the Parties wish to set forth their respective rights, obligations and the terms for the creation, delivery, payment and ownership of the Work.

SCOPE OF WORK

The Animation Group will perform the services and deliver the deliverables described below. The Animation Group shall use commercially reasonable efforts to perform in a professional manner consistent with industry standards.

PAYMENT TERMS

The Client shall pay the Animation Group the fees set forth below in consideration for the services and the delivery of the Work.

Any undisputed amount not paid within days after the due date shall accrue interest at the rate of compounded monthly, and the Client shall be responsible for any reasonable collection costs and legal fees incurred by the Animation Group in collecting overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either Party may terminate this Agreement for convenience upon written Notice Period: days' prior written notice to the other Party. Either Party may terminate this Agreement immediately for material breach by the other Party that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

Upon termination, the Client shall pay the Animation Group for all work performed and expenses incurred through the effective date of termination, together with any non-cancellable commitments made in good faith.

CONFIDENTIALITY

Each Party acknowledges that in connection with the performance of this Agreement it may receive or have access to confidential and proprietary information of the other Party ("Confidential Information"). Confidential Information includes, without limitation, creative concepts, scripts, storyboards, designs, source files, pricing, business plans, and any non-public technical or business information.

Each Party shall: (i) maintain the confidentiality of the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (ii) not disclose the Confidential Information to any third party except to its employees and contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (iii) use the Confidential Information solely to perform its obligations under this Agreement. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; or (c) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY; OWNERSHIP

Subject to full payment of all fees due hereunder, the Animation Group assigns to the Client all right, title and interest in and to the final delivered Work (the Deliverables) and all copyrights therein, worldwide and in perpetuity, except for any pre-existing materials, underlying tools, or third-party elements not owned by the Animation Group. The Animation Group retains ownership of work product, tools, know-how, software code, or techniques developed or used in the course of performing services that are general in nature and not specific to the Deliverables.

If applicable, the Parties may select whether the Work is to be treated as a work made for hire. Work made for hire: (check if applicable). If not a work made for hire, the Animation Group shall execute assignments necessary to effectuate the transfer of rights upon full payment.

WARRANTIES AND REPRESENTATIONS

Each Party represents and warrants that it has the full power and authority to enter into and perform this Agreement. The Animation Group represents that to the best of its knowledge the Deliverables will not infringe the intellectual property rights of any third party. Except as expressly set forth in this Agreement, the Animation Group disclaims all other warranties, whether express, implied or statutory, including but not limited to implied warranties of merchantability and fitness for a particular purpose.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify and hold harmless the other Party from third-party claims arising from the indemnifying Party's breach of representations, gross negligence, or willful misconduct. Except for liability arising from breach of confidentiality or indemnification obligations, neither Party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either Party for any claim arising out of this Agreement shall not exceed the amounts actually paid by the Client to the Animation Group under this Agreement in the twelve (12) months preceding the claim.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved within thirty (30) days of written notice, the Parties agree to submit the dispute to binding arbitration in accordance with the rules of a neutral arbitration forum, with the arbitration to be conducted in the county of the Client's principal place of business, unless otherwise agreed.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, 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 of this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable. The Parties are independent contractors and nothing in this Agreement shall create an agency, partnership, joint venture or employment relationship between them.

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