Creative Art Agreement

CREATIVE ART AGREEMENT

Parties

Recitals

WHEREAS, Client desires to commission certain creative artworks and related deliverables from Artist under the terms and conditions set forth in this Agreement; and

WHEREAS, Artist represents that Artist possesses the skill, expertise and ability to perform the creative services described in the Scope of Work and is willing to provide such services to Client on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows. Effective Date: .

Scope of Work

Artist shall perform the creative services and deliverables described below. The Scope of Work shall include deliverable specifications, medium, dimensions (if applicable), format, color or technical requirements and deadlines.

Delivery and Acceptance

Artist will deliver the work to Client in the agreed format by the Delivery Date specified below. Client shall have a period of review and acceptance not to exceed the number of days indicated for review. If Client does not provide written notice of rejection within the review period, the work shall be deemed accepted.

Payment Terms

Client shall pay Artist the fees set forth below in consideration for the services and deliverables. All amounts are in U.S. dollars and exclusive of applicable taxes unless otherwise stated.

Intellectual Property & License

Ownership of copyright and rights in and to the Deliverables shall be as set forth below. The parties expressly elect one of the following options by checking the applicable box:

Assignment of Copyright (work made for hire / assignment of copyright to Client upon full payment) Limited License to Client (non-exclusive, non-transferable, with terms below)

Artist retains the right to display and use images of the Deliverables in Artist’s portfolio, unless Client has checked an explicit prohibition above in a mutually agreed written amendment.

Confidentiality

Each party shall hold in confidence Confidential Information of the other and shall not disclose such information except to its employees, contractors and agents as necessary to perform this Agreement and who are bound to nondisclosure obligations no less protective than those herein. Confidential Information does not include information which: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of Confidential Information.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the later of completion of the Scope of Work or the End Date specified below, unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period provided above. Termination shall not relieve Client of the obligation to pay Artist for all work performed through the effective date of termination and for any non-cancellable commitments made by Artist in good faith.

Warranties; Indemnification; Limitation of Liability

Artist represents and warrants that the Deliverables will be original to Artist and will not knowingly infringe or misappropriate any third-party rights. Client represents and warrants that any materials provided to Artist do not infringe third-party rights and that Client has authority to authorize Artist’s use of such materials.

Each party agrees to indemnify, defend and hold harmless the other party from and against any claims, liabilities, damages and expenses arising from the indemnifying party’s breach of its representations, warranties or obligations under this Agreement, except to the extent caused by the indemnitee’s gross negligence or willful misconduct.

Except for liability for willful misconduct or a party’s breach of its confidentiality or indemnification obligations, neither party’s aggregate liability under or relating to this Agreement shall exceed the total fees paid by Client to Artist under this Agreement.

Expenses and Materials

Client agrees to reimburse Artist for pre-approved out-of-pocket expenses reasonably incurred in connection with the performance of the Scope of Work. Reimbursable expenses shall be invoiced with supporting receipts.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to its conflict of laws principles.

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy. If the dispute is not resolved by negotiation within 30 days, the parties may pursue any available legal or equitable remedies in the courts of the chosen governing state.

Entire Agreement; Amendments

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

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 interest. The invalidity or unenforceability of any provision shall not affect the remaining provisions. Notices shall be given to the addresses listed above unless otherwise updated in writing.

Acknowledgment

Each party acknowledges that it has read and understands this Agreement, that it has had the opportunity to consult with counsel, and that it voluntarily accepts the duties and obligations set forth herein.

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