Client Draft Consent Form

CLIENT DRAFT CONSENT FORM

This Client Draft Consent Form (the "Agreement") is entered into by and between Client Name: and Service Provider Name: . Effective Date: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of preparing written drafts, designs, prototypes, or other preparatory materials ("Draft Materials") related to the Project identified as: Project Name: ;

WHEREAS, Client desires Service Provider to prepare and deliver Draft Materials for Client review and comment in accordance with the Scope of Work set forth below; and

WHEREAS, the parties wish to define the parties' respective rights and obligations with respect to Draft Materials, including ownership, use, confidentiality, permitted disclosures and consent to sharing or publishing drafts.

SCOPE OF WORK

Deliverables shall include draft versions and revisions as described above. Turnaround times and the number of included revisions are as follows:

PAYMENT TERMS

A non-refundable deposit is required as set forth below. Final delivery of certain Final Materials may be withheld until final payment is received.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days' prior written notice to the other party. Either party may terminate for material breach if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred up to the effective date of termination. Service Provider shall deliver to Client all Draft Materials prepared up to the termination date; ownership and license to such materials are governed by the Ownership of Drafts clause below.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other party ("Recipient") in any form that is designated confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that (a) is or becomes generally known to the public through no wrongful act of Recipient; (b) was rightfully in Recipient's possession without restriction prior to disclosure; (c) is independently developed by Recipient without reference to Discloser's Confidential Information; or (d) is rightfully obtained by Recipient from a third party without confidentiality obligations.

Recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) exercise at least the same degree of care to protect such Confidential Information as Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care.

OWNERSHIP OF DRAFTS

Draft Materials created by Service Provider are non-final work product. Unless otherwise agreed in writing, Service Provider retains ownership of Draft Materials and all intellectual property rights therein until Client has paid in full for the related deliverable. Upon full payment, Service Provider shall transfer to Client ownership of Final Materials as specified in the Scope of Work. For clarity, drafts, preliminary versions, templates, or underlying tools may remain the confidential property of Service Provider unless an express assignment is made in writing.

Client hereby expressly acknowledges and consents to the following limited uses by Service Provider (initial applicable items):

Service Provider may share Draft Materials with third-party consultants for review and feedback, provided such third parties are bound by confidentiality obligations.

Service Provider may retain and display non-confidential Final Materials and redacted Draft Materials in its portfolio, unless Client has indicated below that such disclosure is prohibited.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree that the state and federal courts located in that jurisdiction shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and written statements of work signed by the parties, constitutes the entire agreement 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 amendment or modification of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that remedies at law for breach may be inadequate and that injunctive relief may be appropriate to protect Confidential Information or Service Provider's proprietary tools.

Notices under this Agreement shall be sent to the addresses set forth below. Client Address: . Service Provider Address:

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