Creative Content Design Proposal

CREATIVE CONTENT DESIGN PROPOSAL

This Creative Content Design Proposal (Proposal) is entered into on Date: by and between Client Name: and Designer Name: .

WHEREAS

WHEREAS, Client wishes to procure creative content design services, including but not limited to visual concepts, deliverable assets, and production oversight, for use in Client marketing, advertising, and digital channels;

WHEREAS, Designer represents that Designer has the skill, experience, and resources to perform the services described in this Proposal and will provide those services subject to the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth the scope, schedule, compensation, confidentiality, and other terms governing the engagement.

SCOPE OF WORK

Designer shall perform the services and deliver the deliverables described below. The scope may be amended only by written Change Order signed by both parties.

PAYMENT TERMS

Client shall pay Designer the Fees in accordance with this section. Fees are inclusive of services expressly described in the Scope of Work and exclusive of any taxes or third-party expenses unless otherwise stated.

Payments are due within days of invoice unless otherwise agreed. Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum lawful rate, plus reasonable collection costs and attorney fees.

TERM AND TERMINATION

This engagement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon providing Notice Period: days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice of breach. Termination does not relieve Client of its obligation to pay for work performed and approved through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during the engagement it may receive confidential or proprietary information ("Confidential Information") of the other party. Recipient shall (i) use Confidential Information solely for performance under this Proposal, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, and (iii) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available through no fault of Recipient, was known to Recipient prior to disclosure, or was independently developed by Recipient.

INTELLECTUAL PROPERTY AND LICENSE

Subject to full payment of Fees due under this Proposal, Designer assigns to Client all right, title and interest in the final deliverables specifically created for Client hereunder. Designer retains ownership of Designer's pre-existing materials, tools, templates, concepts, and general know-how. Designer grants Client a non-exclusive, perpetual, worldwide license to use Designer's pre-existing materials only as incorporated in the final deliverables. Any third-party materials included in deliverables shall be subject to their respective license terms and Client is responsible for any additional license fees required by third parties.

WARRANTIES; LIMITATION OF LIABILITY

Designer warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS PROPOSAL, DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. DESIGNER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS PROPOSAL SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO DESIGNER UNDER THIS PROPOSAL.

GOVERNING LAW; DISPUTE RESOLUTION

This Proposal shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Proposal through direct negotiation. If the parties cannot resolve a dispute within 30 days, either party may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

This Proposal constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment or modification to this Proposal must be made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Proposal without the prior written consent of the other party, except that Client may assign this Proposal in connection with a sale of substantially all of Client's assets or business. If any provision of this Proposal is held unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now