Business Subtitle Creation Document

Business Subtitle Creation Document

This Business Subtitle Creation Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with Address: and Creator Name: with Address: .

RECITALS

WHEREAS, Client seeks professional creative services to develop business subtitles, taglines, or descriptive subtitles (collectively, "Subtitles") to be used in Client promotional and corporate materials; and

WHEREAS, Creator represents that Creator has the creative expertise and resources to prepare and deliver Subtitles meeting the specifications set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Payments shall be made in accordance with the Payment Schedule above. All fees are due in United States dollars unless otherwise agreed in writing. Late payments shall accrue interest at the Late Fee rate above, calculated monthly and compounded monthly until paid. Client is responsible for any collection costs, including reasonable attorneys' fees, for overdue amounts.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for cause upon material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Client may terminate for convenience upon written notice and shall pay Creator for all work performed and expenses incurred through the effective date of termination, including a reasonable allocation for partially completed deliverables.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that (a) is or becomes publicly known other than through breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to Confidential Information.

The receiving party shall (i) hold Confidential Information in strict confidence; (ii) not disclose it to any third party except as expressly permitted in this Agreement; and (iii) use it only to perform its obligations under this Agreement. Upon termination or written request, the receiving party shall return or destroy Confidential Information within days and certify such return or destruction in writing.

INTELLECTUAL PROPERTY; LICENSES

Creator warrants that all Subtitles delivered are original to Creator and do not infringe third-party rights. Subject to Client's full and final payment of all amounts due under this Agreement, Creator hereby assigns and transfers to Client all worldwide right, title and interest in and to the final Subtitles (including copyrights), and Client shall own the exclusive rights to use, reproduce and modify the Subtitles in all media. Creator reserves the right to include the Subtitles in Creator's portfolio and marketing materials unless Client checks the box below to prohibit portfolio use.

INDEPENDENT CONTRACTOR; INDEMNIFICATION

Creator is an independent contractor and not an employee, agent, or partner of Client. Each party agrees to indemnify, defend, and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement or negligence in performance.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws rules. Any dispute arising under this Agreement shall be resolved in courts located within such state, and the parties consent to personal jurisdiction therein.

ENTIRE AGREEMENT

This Agreement, including any Attachments or Schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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