Client Project Upload

CLIENT PROJECT UPLOAD

Parties and Recitals

Client Name:

Service Provider Name:

WHEREAS, Client desires to provide certain project materials, specifications and related assets to Service Provider for the purpose of performing services described in this Agreement; and

WHEREAS, Service Provider has the capability and agrees to receive, process and use Client-uploaded project materials in accordance with the Scope of Work and the terms and conditions set forth herein.

WHEREAS, the parties intend by this instrument to define the terms under which Client uploads project materials, grants limited rights, and compensates Service Provider.

Effective Date

Effective Date:

Scope of Work

Project Materials and Upload

By uploading materials, Client represents and warrants that Client has all necessary rights, licenses and consents to provide the materials and to grant the rights set forth in this Agreement. Client will not upload materials that infringe third-party intellectual property rights or contain unlawful content.

Payment Terms

Client shall pay Service Provider the compensation set forth below in consideration for the services and for Service Provider's handling of Client-uploaded materials.

Term and Termination

Term Commencement Date: Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. In addition, either party may terminate without cause upon days' prior written notice to the other party.

Upon termination, Service Provider shall cease use of Client materials except as necessary to deliver final work product and shall return or deliver, at Client's election, all Client materials within days, subject to payment of all accrued fees.

Confidentiality and Rights in Materials

Confidential Information means all non-public information disclosed by one party to the other in connection with this Agreement, whether oral or written, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose it except to its employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Ownership; License Grant. Client retains all right, title and interest in and to Client materials uploaded hereunder. Client grants Service Provider a non-exclusive, non-transferable license to use, reproduce, modify and store the uploaded materials solely for the purpose of performing the Scope of Work and delivering the agreed deliverables. Any third-party materials included in an upload must be accompanied by appropriate licenses and Client represents it has the right to grant such license.

Use for Marketing. Service Provider shall not use Client confidential materials for its marketing, portfolio or promotional purposes without Client's express prior written consent.

Representations, Warranties and Indemnity

Each party represents that it has full power and authority to enter into this Agreement. Client represents and warrants that Client materials do not violate any law or third-party rights. Client shall indemnify and hold harmless Service Provider from any claims, losses, liabilities or expenses arising from Client's breach of the foregoing representations and warranties.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction identified by the parties below. Any dispute arising out of or relating to this Agreement shall be resolved by the parties through good faith negotiation; if the parties cannot resolve the dispute within 30 days, either party may pursue any remedies available at law or in equity.

Entire Agreement and Miscellaneous

This Agreement 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. No amendment shall be effective unless in writing and signed by both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute waiver of any other right or subsequent breach.

Acknowledgement and Compliance

Client acknowledges that Service Provider's obligations are limited to the Scope of Work and to the extent Client fails to provide timely, accurate or complete materials, Service Provider may adjust timetable and fees accordingly. Client will comply with all export, privacy and data protection laws applicable to the uploaded materials.

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