Coloring Activity Template

COLORING ACTIVITY TEMPLATE

This Coloring Activity Template Agreement (the "Agreement") is entered into as of by and between Client Name: (the "Client") and Provider Name: (the "Provider").

RECITALS

WHEREAS, Client requires the design, development, and delivery of coloring activity materials intended for distribution, publication, or use in educational and entertainment contexts as further described in the Scope of Work; and

WHEREAS, Provider represents that it has the professional skill, capacity, and resources necessary to create original coloring pages, templates, and associated activity elements in accordance with the specifications set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will deliver the coloring activity materials and Client will compensate Provider.

SCOPE OF WORK

Provider shall perform the services described below and deliver the deliverables in accordance with the schedule and specifications stated herein. Provider's obligations shall include creation of original artwork, layout of activity pages, and delivery of final files in the agreed format.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services and deliverables provided under this Agreement. Unless otherwise specified, all amounts are in U.S. dollars and exclusive of applicable taxes.

All payments are due in accordance with the Payment Schedule. Client shall make payment within the time specified. Past due amounts shall accrue the Late Payment Fee listed above and Provider may suspend further work if payments are materially delinquent after written notice and a fifteen (15) day cure period.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the Notice Period after delivery of written notice describing the breach with reasonable particularity. Upon termination, Client shall pay Provider for all work performed and deliverables completed up to the effective date of termination.

CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any proprietary or confidential information of the other party disclosed in connection with this Agreement, including drafts, source files, and non-public business information ("Confidential Information"). Confidential Information does not include information that is publicly available without breach of this Agreement, independently developed without use of the other party's Confidential Information, or rightfully received from a third party without restriction. The receiving party shall use Confidential Information only for the purposes of performing obligations under this Agreement.

INTELLECTUAL PROPERTY

Subject to full payment of all amounts due, Provider grants and assigns to Client all right, title and interest in and to the final delivered coloring activity materials (the "Deliverables"). Provider retains all rights in pre-existing materials, tools, and methodologies and in any conceptual ideas not reduced to final deliverables. If Client requires assignment of Provider's underlying original artwork or transfer of copyright, such transfer must be expressly set forth and may require additional compensation as agreed in writing.

WARRANTIES, LIMITATIONS, AND INDEMNIFICATION

Provider warrants that to the best of its knowledge the Deliverables are original and do not infringe any third party intellectual property rights. Except for the foregoing warranty, the Deliverables are provided "AS IS" and Provider disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement or the indemnifying party's negligent or willful acts or omissions.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree to negotiate in good faith to resolve any dispute; if negotiation fails, disputes shall be resolved in the state or federal courts located within the governing state named above.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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