Approval Mockups Form

APPROVAL MOCKUPS FORM

Client Name:    Provider Name:

Project Reference Number:    Date Prepared:

RECITALS

WHEREAS, Client desires to engage Provider to create visual mockups, prototypes and associated design deliverables for the Project identified above in accordance with the terms and conditions set forth in this Approval Mockups Form; and

WHEREAS, Provider represents that it has the professional expertise and capacity to prepare such mockups and to deliver revisions and final files as required by Client; and

WHEREAS, the parties wish to record the scope, approval process, payment terms and other contractual provisions governing creation and acceptance of mockups.

SCOPE OF WORK

Number of Initial Mockups:    File Formats:

Resolution / Size Requirements:

ACCEPTANCE, REVISIONS & TIMELINE

Acceptance Criteria:

Client Review Period (per mockup): days    Acceptance Deadline (final sign-off):

Included Revisions (rounds):    Hourly Rate for Additional Revisions:

PAYMENT TERMS

Total Fee for Services: $

Deposit Due on Commencement: $    Final Payment Due Upon Approval: $

Late Payment Fee:    Expenses and Taxes:

Payment Method:

TERM & TERMINATION

Commencement Date:    Completion / End Date (if any):

Either party may terminate for convenience upon days' prior written notice. Termination for cause may be effected immediately upon a material breach that is not cured within days following written notice of breach.

CONFIDENTIALITY

Each party agrees that confidential information disclosed in connection with this Agreement shall be maintained in strict confidence and used solely for the performance of obligations under this document. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully known prior to disclosure, or is independently developed without use of the disclosing party's confidential information.

The receiving party shall implement reasonable administrative, technical and physical safeguards to protect confidential information. Upon termination or written request, the receiving party shall return or destroy the disclosing party's confidential materials and certify destruction if requested.

The parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages may be inadequate and agree that injunctive relief may be sought in addition to any other remedies available at law or equity.

INTELLECTUAL PROPERTY

Ownership of Deliverables: Upon receipt of full payment due under this Agreement, Provider assigns to Client all right, title and interest in the final approved mockups and deliverables, including copyrights, except for Provider's pre-existing materials and tools. Provider grants Client a perpetual, worldwide, royalty-free license to any pre-existing Provider tools incorporated in deliverables solely to the extent necessary for Client's use of the deliverables.

Confidential source files, templates and proprietary workflows retained by Provider are not assigned unless expressly stated in writing.

GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. The parties will first attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by binding arbitration unless the parties mutually agree otherwise.

ENTIRE AGREEMENT

This Approval Mockups Form, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings and agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

CONTACTS FOR NOTICES

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