Creative Design License

CREATIVE DESIGN LICENSE

RECITALS

WHEREAS, Licensor is the creator and owner of certain creative design works consisting of graphic designs, illustrations, layouts and related deliverables described below (collectively, the "Designs"); and

WHEREAS, Licensee wishes to obtain and Licensor is willing to grant a license to use the Designs under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows.

PARTIES

DEFINITIONS

"Designs" means the creative works, source files, and final deliverables specifically identified in the Scope of Work. "Licensed Rights" means the rights expressly granted in Section: Grant of License. "Territory" means the geographic area where Licensee is permitted to exercise the Licensed Rights as specified below.

SCOPE OF WORK

Licensor shall create, deliver and, where applicable, provide editable source files for the Designs described below. The parties agree the specific deliverables, formats, and milestones are:

GRANT OF LICENSE

Subject to the terms and conditions of this Agreement and payment in full, Licensor hereby grants Licensee a non-exclusive, non-transferable license to use the Designs solely for the purposes set forth in this Agreement and the Scope of Work. The license grants the following rights (select applicable options and specify limitations below):

License Type Non-Exclusive Exclusive Right to sublicense (requires written consent)

Territory:

Media:

Restrictions: Licensee shall not alter the Designs in a manner that would derogate from the moral rights of the Licensor, claim ownership of the underlying copyright, or use the Designs in a manner that is unlawful or harmful to Licensor's reputation. Any use beyond the scope set forth herein requires separate written permission and additional compensation.

DELIVERY AND ACCEPTANCE

Delivery shall occur in accordance with the schedule in the Scope of Work. Licensee will have calendar days from receipt of each deliverable to inspect and provide written notice of rejection for material nonconformities. Absent timely notice, the deliverable will be deemed accepted.

PAYMENT TERMS

Late Fee: If any invoiced amount is not paid within days of the invoice due date, Licensee shall pay a late fee of of the overdue amount per month, compounded monthly, or the maximum permitted by law, whichever is less.

All fees are exclusive of taxes. Licensee is responsible for sales, use, value-added, and other transaction taxes, except for taxes based on Licensor's income.

TERM AND TERMINATION

This Agreement is effective as of the Effective Date and, unless earlier terminated, shall continue until the End Date or until terminated in accordance with this Section.

Effective Date:     End Date:

Either party may terminate this Agreement upon material breach by the other party that remains uncured after days' written notice. Upon termination for Licensee's breach, Licensee shall immediately cease use of the Designs and return or certify destruction of all licensed materials.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is identified as confidential or that, by its nature, would reasonably be considered confidential ("Confidential Information"). Confidential Information does not include information that (i) is or becomes publicly known other than by breach of this Agreement; (ii) was in the receiving party's lawful possession prior to disclosure; (iii) is independently developed; or (iv) is required to be disclosed by law, provided the disclosing party gives the other party prompt notice and cooperates in any effort to limit such disclosure.

INTELLECTUAL PROPERTY; WARRANTIES; INDEMNITY

Licensor retains all right, title and interest in and to the Designs, including all copyrights and moral rights, except for the Licensed Rights expressly granted. Licensor represents that it has the right to grant the license and that the Designs do not infringe third-party rights to the best of Licensor's knowledge.

Licensee represents that its intended use described herein does not violate any applicable law and that Licensee will not use the Designs in a manner that violates third-party rights. Licensee shall indemnify, defend, and hold harmless Licensor from and against all claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Designs inconsistent with this Agreement.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSOR'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below:

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except to a successor to all or substantially all of the assigning party's business by merger or sale.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

Amendment; Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless in a signed writing by both parties. Failure to enforce any right will not constitute a waiver of that right.

Entire Agreement: This Agreement, together with the Scope of Work and any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to its subject matter.

SIGNATURES

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