Artistic Design Batik Fractal

ARTISTIC DESIGN AGREEMENT — BATIK FRACTAL

Effective Date:

Client Name:    Client Address:

Designer Name:    Designer Address:

WHEREAS

WHEREAS, Client wishes to procure from Designer a custom artistic work described as an "Artistic Design Batik Fractal" incorporating batik techniques and generative fractal design elements (the Deliverables); and

WHEREAS, Designer represents that Designer has the skill, capacity and creative resources to produce the Deliverables in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the creation, delivery, payment and use of the Deliverables.

SCOPE OF WORK

Designer shall perform the creative, production and delivery services necessary to produce the Deliverables described below. The Deliverables, milestones and acceptance criteria are as follows:

PAYMENT TERMS

Total Fee:    Deposit Required:

Invoicing and Due Date: Invoices issued by Designer are payable within days of invoice date.

Late Fee: Past due balances shall accrue interest at % per month (or the maximum permitted by law), plus collection costs.

TERM AND TERMINATION

Term Commencement: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not relieve Client of payment obligations for Services performed and Deliverables delivered prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches and fails to cure such breach within 14 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party in connection with this Agreement, whether oral, written or electronic, including designs, sketches, trade secrets, business plans, pricing and client lists.

Obligations: Each party shall (a) use Confidential Information only for the performance of this Agreement, (b) restrict disclosure to employees, contractors or agents who have a need to know and are bound by obligations of confidentiality no less protective than those herein, and (c) exercise reasonable care to protect Confidential Information from unauthorized disclosure.

Exceptions: Confidential Information does not include information that is: (i) publicly known other than by breach of this Agreement; (ii) rightfully received by the recipient from a third party without restriction; (iii) independently developed without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the extent reasonably necessary.

INTELLECTUAL PROPERTY

Ownership: Unless Assignment of Copyright is selected below, Designer retains copyright in preliminary works, sketches and underlying source files and grants Client a non-exclusive, worldwide, perpetual, royalty-free license to use the final Deliverables for Client's business, promotional and commercial purposes as contemplated by this Agreement.

Assignment Option: If Client requires assignment of all copyrights and moral rights in the Deliverables, Client must check Assignment of Copyright and pay an additional assignment fee as agreed in writing. Assignment, if checked, transfers ownership of final Deliverables to Client upon receipt of full payment.

Portfolio Use: Designer may display the Deliverables in Designer's portfolio, website and promotional materials unless Client checks the box below to withhold portfolio display consent. Designer may display work in portfolio

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's breach of representations, warranties or obligations under this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither party's aggregate liability to the other shall exceed the total fees paid 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written attachments and accepted scopes, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors. Nothing contained herein shall be deemed to create a partnership, joint venture or agency relationship between the parties.

Notices: All notices shall be in writing and delivered to the addresses set forth above or such other address as may be provided in writing.

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