Creative Project Paintbox Template

CREATIVE PROJECT PAINTBOX TEMPLATE

Parties

Client Name:

Creative Provider Name:

Recitals

WHEREAS, Client wishes to retain Provider to create visual and material deliverables for a creative initiative described as Project Title: (the "Project");

WHEREAS, Provider represents that it has the artistic, design and fabrication capabilities necessary to perform the creative services and deliver the Project in accordance with the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Project and its deliverables in a written agreement.

Agreement

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

Scope of Work

Payment Terms

Total Fee:

Late Payment: A late fee of will accrue on any unpaid balance thirty (30) days past the invoice due date. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

Term Commencement Date: . Estimated Completion Date: .

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days after written notice. Upon termination, Client shall pay Provider for work performed and reasonable wind-down costs incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performance they may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that is: (a) already known to the receiving party at the time of disclosure; (b) publicly available other than by breach of this Agreement; (c) rightfully received from a third party without restriction; or (d) independently developed without use of the disclosing party's Confidential Information. The receiving party shall hold Confidential Information in confidence and shall not disclose or use it except as necessary to perform obligations under this Agreement.

The obligations under this section shall survive termination of the Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, worldwide license to use, display and reproduce final approved deliverables for Client's internal and promotional purposes. Provider retains ownership of underlying concepts, sketches, and original artwork until full payment is received. Upon full payment, ownership of the final deliverables, as specifically defined in the Scope of Work, shall transfer to Client. The parties may elect at signing to treat deliverables as work made for hire by checking the box below and initialing the box in the acceptance area.

Work Made for Hire:

Representations and Warranties

Each party represents that it has the full right, power and authority to enter into this Agreement. Provider represents that the deliverables will be original and will not knowingly infringe third-party intellectual property rights. Client warrants that any materials provided to Provider for incorporation into the deliverables are either owned by Client or licensed for such use and that Client will indemnify Provider for claims arising from Client-provided materials.

Liability and Indemnification

Except for breaches of confidentiality and willful misconduct, neither party shall be liable for consequential damages. Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its breach of this Agreement, negligence, or willful misconduct, provided that the indemnified party gives prompt written notice and reasonable cooperation in the defense and settlement of any claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties agree to attempt in good faith to resolve disputes by negotiation; if unresolved, disputes shall be submitted to binding arbitration in the county where Client's primary place of business is located, unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, together with any exhibits and the Scope of Work, constitutes the entire agreement between the parties with respect to the Project and supersedes all prior understandings and agreements. Any amendment or modification must be in writing and signed by both parties to be effective.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses provided below (or such other address as either party may designate by notice).

Acceptance

Upon delivery of each deliverable, Client shall have a reasonable review period to accept or provide written change requests. Acceptance shall not be unreasonably withheld. Client's failure to provide written rejection within days after delivery shall constitute acceptance.

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