Business Image File

DOCUMENT NAME

THIS BUSINESS IMAGE FILE AGREEMENT (the Agreement) is made effective as of by and between:

Service Provider Name:

Client Name:

WHEREAS

WHEREAS, Service Provider creates, maintains and licenses digital image assets, including source and derivative files, and Client desires to obtain specified image files for use in Client's business operations under the terms set forth herein; and

WHEREAS, Service Provider warrants that it either owns or controls sufficient rights in the image assets to grant the licenses and permissions described in this Agreement; and

WHEREAS, the parties desire to set forth in writing the scope, delivery, payment and usage terms applicable to the image files to be delivered by Service Provider to Client.

SCOPE OF WORK

File Name:

File Format(s): JPEG PNG TIFF Vector (AI/EPS)

Resolution/DPI:   Dimensions (px or inches):

Color Profile:

DELIVERY

Electronic delivery via secure transfer Physical media (USB/hard drive) Other

PAYMENT TERMS

Late fee applied at on overdue amounts plus reasonable costs of collection.

Reimbursable expenses will be pre-approved in writing and invoiced separately. Estimated reimbursable amount:

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for material breach not cured within days after written notice. Termination for convenience by Client requires days' prior written notice and payment of fees earned to date plus reasonable wind-down costs.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party any Confidential Information of the other party disclosed in connection with this Agreement. "Confidential Information" includes non-public technical, business and pricing information and image file source materials. Confidential obligations survive termination for a period of five (5) years, except that trade secrets remain protected for as long as such information qualifies as a trade secret under applicable law.

Exceptions: Confidential obligations do not apply to information that (i) is or becomes public through no breach of this Agreement, (ii) was rightfully in the recipient's possession prior to disclosure, (iii) is rightfully received from a third party free of confidentiality obligations, or (iv) is independently developed by the recipient without reference to the discloser's Confidential Information.

Upon termination or upon request, the recipient shall promptly return or destroy Confidential Information and certify destruction in writing, except to the extent retention is required by applicable law, in which case retained Confidential Information shall remain subject to this Agreement.

LICENSE AND USAGE RIGHTS

Service Provider grants Client a license to use the delivered image file(s) as set forth below. Select license type: Non-exclusive Exclusive Limited to specific territory/use

Territory and Permitted Uses:

Restrictions: Client shall not sublicense, resell, or distribute the image file(s) as a standalone asset unless expressly permitted in writing. Modification for Client use is permitted provided credit and moral rights obligations, if any, are respected.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Service Provider represents and warrants that it has full right, title and authority to grant the license(s) granted herein, and that the image file(s) do not infringe or misappropriate any third-party rights. Service Provider shall, at its expense, defend, indemnify and hold Client harmless from and against any third-party claim alleging that the use of the licensed image files as permitted by this Agreement infringes a third party's intellectual property rights, provided Client provides prompt notice and reasonable cooperation.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE IMAGE FILES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

RECORDS, STORAGE AND RETENTION

Delivery retains a master copy stored by Service Provider. Client storage location:

Retention Period for master/source files:

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 consent to the exclusive jurisdiction of state and federal courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any attachments and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification must be in a writing signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of all or substantially all of its assets.

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