Creative Project Package

Creative Project Package

This Creative Project Package Agreement (Agreement) is entered into as of between Client Name: and Creative Provider Name: .

Recitals

WHEREAS, Client requires creative services, including but not limited to strategy, design, production and delivery of the deliverables described herein; and

WHEREAS, Creative Provider represents that it has the experience, personnel and resources required to perform the creative services and produce the deliverables in accordance with this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Parties and Contact Information

Individual   Corporation   LLC

Individual   Corporation   LLC

Scope of Work

Creative Provider shall provide the services and deliverables described in detail below (Scope). The Scope includes specifications, milestones and acceptance criteria; any change to the Scope shall be governed by the Change Orders provision below.

Payment Terms

Total Project Fee: $ . Payment shall be made according to the schedule below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late Payment: Unpaid sums shall accrue interest at or the maximum rate permitted by law, plus collection costs. Creative Provider may suspend performance for invoices past due by more than days after notice.

Term and Termination

Term Commences: and ends on , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach remains uncured for days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Creative Provider for all work performed to the effective date of termination and for reasonable expenses incurred. Deliverables completed and paid for shall be delivered to Client; all other work product shall be handled as set forth in the Intellectual Property clause.

Confidentiality

Each party shall maintain in confidence all non-public information marked or identified as confidential or that reasonably should be understood to be confidential (Confidential Information). Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through a breach of a confidentiality obligation; (b) was known to the receiving party prior to disclosure without an obligation of confidentiality; or (c) is independently developed by the receiving party. Receiving party shall use Confidential Information solely to perform its obligations under this Agreement.

Intellectual Property and License

Subject to full payment of all amounts due, Creative Provider assigns to Client all right, title and interest in and to the final deliverables specifically created for Client under this Agreement (Work Product). Creative Provider retains ownership of its preexisting materials, tools, processes and general know-how used in producing Work Product. If any third-party materials are included, Creative Provider will obtain and pass through appropriate licenses at Client's expense.

Creative Provider may retain copies of Work Product for archival purposes and may include non-confidential portions in promotional materials, case studies and portfolios, provided no Confidential Information of Client is disclosed without Client's prior written consent.

Revisions; Acceptance; Change Orders

Client is entitled to rounds of reasonable revision for each deliverable included in the Fee. Additional revisions or work outside the Scope will be billed at per hour unless otherwise agreed.

Change Orders altering the Scope, schedule or Fee must be in writing and signed by authorized representatives of both parties. No oral modification will be binding.

Expenses and Materials

Client will reimburse Creative Provider for pre-approved out-of-pocket expenses reasonably incurred in connection with the performance of services. Pre-approved expenses in aggregate shall not exceed $ unless Client provides written authorization.

Provider shall submit invoices documenting expenses and supporting receipts as reasonably requested by Client. Reimbursable expenses shall be payable within the timeframes set forth in Payment Terms.

Warranties; Liability

Creative Provider warrants that services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED.

Neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of Creative Provider for any claim arising out of or relating to this Agreement shall not exceed the total amounts paid by Client to Creative Provider under this Agreement during the six (6) months preceding the claim.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties: , without regard to conflict of law principles.

This Agreement, including all executed Change Orders and exhibits, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Miscellaneous

Notices required under this Agreement shall be in writing and delivered to the contact information provided above. If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect.

The parties represent that they have the authority to enter into this Agreement and that the individual signing below on behalf of each party is authorized to bind that party.

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