Client Authorization for Design Release

Client Authorization for Design Release

Parties and Project Identification

Client Name:

Designer Name:

Recitals

WHEREAS, Designer has prepared or will prepare certain design work and deliverables for the Project identified above (the "Deliverables"); and

WHEREAS, Client wishes to authorize Designer to release, distribute, or transfer the Deliverables to Client and to third-party vendors, manufacturers, printers, contractors, or other parties as specified herein, subject to the terms and conditions of this Authorization; and

WHEREAS, the parties agree to memorialize the scope, payment, release conditions, confidentiality, and allocation of ownership and liabilities with respect to such release.

Scope of Work

Release Authorization

Client hereby authorizes Designer to release the Deliverables as follows. Designer shall not release any source files or final production files except in accordance with the options selected below and subject to the payment and confidentiality terms of this Authorization.

Client retained copies and use for Client's internal and external purposes (permitted uses)

Release to third-party vendor(s) for production (printers, manufacturers, fabricators) as identified above

Release for public portfolio, marketing, or promotional use by Designer (subject to Client approval where indicated in writing)

Payment Terms

Total Fee: $

Deposit required prior to release: $. Final deliverable release shall be conditioned upon receipt of final payment unless otherwise agreed in writing.

Late Payment Fee: applied to overdue balances after days.

Term and Termination

Term Start Date: . Term End Date:

Either party may terminate this Authorization for material breach if the breaching party fails to cure within days after written notice. Termination shall not relieve Client of payment obligations for work performed or costs incurred prior to termination.

Confidentiality

Each party shall keep confidential all proprietary, technical, financial and business information disclosed in connection with the Deliverables that is identified as confidential or that reasonably should be understood to be confidential. Notwithstanding the foregoing, Designer may disclose Deliverables to authorized third-party vendors for production provided such vendors are bound by confidentiality obligations no less protective than those set forth herein.

Ownership, License and Indemnification

Unless otherwise expressly agreed in writing, Designer retains all intellectual property rights in preliminary concepts and source files. Upon full payment of amounts due as set forth above, Designer grants Client a non-exclusive, perpetual license to use the final approved Deliverables for the uses set forth in this Authorization. Client represents that materials provided to Designer for inclusion in the Deliverables do not infringe third-party rights. Client shall indemnify and hold Designer harmless from any claim arising from Client-provided materials or Client's use of the Deliverables outside the scope authorized herein.

Release Conditions

Release of final production files or source files shall occur only upon (i) satisfaction of the payment conditions set forth in this Authorization, (ii) Client's written approval of final proofs where required, and (iii) execution of any additional release or vendor agreements required by the Designer or third-party vendor. If Client requests release prior to final payment, Client agrees to assume responsibility for resulting production costs and any liability arising from use of the Deliverables.

Governing Law

This Authorization shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

Entire Agreement

This Authorization, together with any SOWs or schedules expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification must be in writing and signed by both parties.

Acknowledgement and Certification

By signing below, the undersigned certifies that they are authorized to execute this Authorization on behalf of the named party, that the information provided herein is true and complete, and that they understand and agree to the terms and conditions governing the release of Deliverables as set forth above.

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