Client Project Sketch

CLIENT PROJECT SKETCH

Parties and Effective Date

This Client Project Sketch (the "Sketch") is entered into by and between Client Name: and Contractor Name: .

Effective Date:

Recitals

WHEREAS, Client requires preliminary conceptual work, schematic illustrations and descriptive notes (the "Project Sketch") to define the scope and approach for a commercial or creative project; and

WHEREAS, Contractor has experience and capability to prepare the Project Sketch and deliver preliminary illustrations, written descriptions, and a proposed deliverable list; and

WHEREAS, the parties desire to document the scope, payment, confidentiality, and the basic terms governing the preparation and delivery of the Project Sketch.

Scope of Work

Payment Terms

Total Fee: $

Late Payment: A late fee of will accrue on any unpaid balance more than after the invoice date.

Payment Method:

Term and Termination

Term Commencement Date: . Estimated Completion Date:

Either party may terminate this Sketch for convenience upon written notice delivered at least prior to the proposed termination date. In the event of termination by Client, Contractor shall be paid for work performed to the date of termination on a pro rata basis.

Confidentiality

The parties acknowledge that in the course of performing the Scope of Work each may receive Confidential Information of the other. "Confidential Information" means non-public business, technical, creative or financial information disclosed in any form. Each party agrees to (i) use Confidential Information solely for performance under this Sketch, (ii) restrict disclosure to employees, agents or contractors who have a need to know and are bound to confidentiality, and (iii) exercise at least reasonable care to protect such information. Confidential Information does not include information that was rightfully known prior to disclosure, becomes publicly known through no breach, or is independently developed without reference to the other's Confidential Information.

Intellectual Property and Use

Unless otherwise agreed in writing, Contractor retains ownership of preliminary sketches, concepts, and underlying methodologies. Upon full payment of the Total Fee, Contractor grants Client a non-exclusive, non-transferable license to use the final Project Sketch deliverables for the project identified above. Any reproduction, commercialization, or transfer beyond the licensed use requires express written consent and may be subject to additional fees.

Representations; Warranties; Indemnity

Each party represents that it has authority to enter into this Sketch. Contractor warrants that the work will be performed in a professional manner consistent with industry standards. Client shall indemnify and hold Contractor harmless from claims arising from Client-provided materials or instructions that infringe third-party rights or violate applicable law.

Governing Law; Dispute Resolution

This Sketch shall be governed by and construed in accordance with the laws of the State of . The parties agree that any dispute shall first be subject to good faith negotiations, and if unresolved, shall be resolved in the courts located in the same jurisdiction.

Entire Agreement; Amendments

This Sketch, together with any attachments and schedules expressly referenced, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior proposals, understandings, and communications. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Notices

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