Creative Animation Agreement

CREATIVE ANIMATION AGREEMENT

Parties

This Creative Animation Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Whereas

WHEREAS, Client desires to engage Animator to produce original animated content as described herein, and Animator has the professional capability and capacity to perform such creative services in accordance with the terms of this Agreement;

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to the creation, delivery, payment for, and ownership of the animated work;

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:

Scope of Work

Animator shall provide creative animation services including concept development, storyboarding, design, animation, sound syncing, and final rendering for the Project described below. The scope shall include the Deliverables and applicable milestones set forth in this Agreement.

Deliverables and Schedule

Animator shall deliver the following items to Client in the specified formats and by the stated target dates. Time is of the essence for milestone delivery obligations unless otherwise mutually agreed in writing.

Payment Terms

Client shall pay Animator the fees described below in consideration for the Services and Deliverables. All amounts are in U.S. dollars unless otherwise noted.

If any undisputed payment is not received within days after the due date, Client shall pay interest at % per month (or highest lawful rate) on the outstanding balance until paid.

Revisions and Acceptance

Client is entitled to a limited number of rounds of revisions as set forth below. Additional revisions beyond the included rounds will be billed at the stated rate.

Final acceptance of a Deliverable occurs when Client provides written or electronic confirmation of acceptance. Upon acceptance, Client shall have no further revision rights for that Deliverable except as otherwise agreed in writing.

Ownership, License and Use

Unless otherwise agreed in writing, Animator shall retain ownership of pre-existing materials and tools, and the parties shall effect transfer of rights in the final Deliverables as provided below.

Client selects the following option (check one):

Assignment: Animator will assign, and Client will receive, all right, title and interest in the final Deliverables upon full payment.
Exclusive License: Animator grants Client an exclusive, transferable license to use the Deliverables as set forth in the license terms below.

Confidentiality

Each party agrees to hold in confidence and not disclose Confidential Information of the other party except as required to perform under this Agreement or as compelled by law. Confidential Information shall not include information that becomes public without breach by the receiving party.

Representations, Warranties & Indemnity

Animator represents that the Deliverables will be original and will not infringe third-party intellectual property rights. Client represents that materials provided to Animator do not infringe third-party rights. Each party shall indemnify and hold harmless the other from third-party claims arising from breach of these representations, subject to the limitations of liability set forth below.

Limitation of Liability

Except for breaches of confidentiality or claims of intellectual property infringement, neither party shall be liable to the other for indirect, incidental, consequential, punitive or special damages. The aggregate liability of either party arising under this Agreement shall not exceed the total fees actually paid to Animator under this Agreement.

Term and Termination

This Agreement commences on and, unless earlier terminated, shall continue until or until the Deliverables are accepted and final payments are made.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after written notice. Client may terminate for convenience upon written notice, in which case Client shall pay Animator for work performed and documented expenses through the effective date of termination.

Notices

All notices required under this Agreement shall be in writing and delivered to the addresses provided above or to such other addresses as the parties may designate in writing. Notices are effective upon receipt.

Governing Law

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

Entire Agreement

This Agreement, together with any exhibits and written attachments signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No modification of this Agreement will be binding unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein creates a partnership, joint venture or employment relationship.

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