Business Creative Proposal

BUSINESS CREATIVE PROPOSAL

This Business Creative Proposal (the Agreement) is entered into between:

Client Name:     Client Address:

Creative Provider Name:     Provider Address:

Proposal Date:     Project Title:

RECITALS

WHEREAS, the Client desires to engage the Creative Provider to perform creative services related to the Project Title set forth above under the terms and conditions contained in this Proposal; and

WHEREAS, the Creative Provider represents that it has the professional expertise, personnel, and facilities necessary to perform such services and is willing to provide those services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to reduce to writing the scope, deliverables, schedule, payment terms, and other material terms governing their relationship.

SCOPE OF WORK

PAYMENT TERMS

The Client agrees to pay the Creative Provider the total compensation set forth below in consideration for the performance of the Scope of Work. All fees are stated in U.S. dollars unless otherwise specified.

TERM AND TERMINATION

This Agreement commences on the Start Date and will continue until the End Date or until the services are completed and final payment is made, unless earlier terminated in accordance with this section.

Start Date:     End Date:

If the Client terminates for convenience, the Client shall pay for work performed through the effective termination date, including any non-cancelable third-party costs. If the Creative Provider fails to cure a material breach within the notice period, the Client may terminate immediately.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection. Confidential Information excludes information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was in the receiving party's possession prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The receiving party shall (i) hold Confidential Information in strict confidence and take reasonable precautions to protect it; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except as required for performance or by law, provided that the receiving party uses commercially reasonable efforts to obtain confidential treatment. These obligations shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Ownership of intellectual property will be determined as follows. Select the applicable option(s) and provide any additional terms in the field below.

Work for Hire: The parties agree the deliverables constitute a "work made for hire" and ownership vests with the Client upon payment.

Assignment: The Creative Provider assigns to the Client all rights, title and interest in the deliverables upon receipt of final payment, except for any pre-existing Provider materials identified in writing.

License: The Creative Provider grants the Client a non-exclusive, worldwide license to use the deliverables for the purposes specified in this Agreement, subject to payment in full and any usage restrictions set forth below.

WARRANTIES, INDEMNITY & LIMITATION OF LIABILITY

The Creative Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY STATED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND THE CREATIVE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party agrees to indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, provided the indemnified party gives prompt written notice and cooperates in the defense.

Except for liability arising from willful misconduct, gross negligence, or a party's breach of confidentiality or intellectual property obligations, the parties' aggregate liability to each other for any claim arising under this Agreement shall not exceed the total fees paid to the Creative Provider under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

The parties agree that any dispute arising out of or relating to this Agreement shall be governed by the laws of the state specified above, without regard to its conflicts of law principles, and the parties submit to the exclusive jurisdiction of the state and federal courts located therein.

ENTIRE AGREEMENT

This Agreement, including any attachments or referenced exhibits, constitutes the entire understanding 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 modification to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets. If any provision is held invalid, the remainder will continue in full force and effect.

Sign Now