Creative Project Proposal

CREATIVE PROJECT PROPOSAL

This Creative Project Proposal (the "Proposal") is entered into effective as of Proposal Date: by and between:

WHEREAS

WHEREAS, Client desires to engage Provider to perform creative services in connection with the project titled "" for the purposes described herein; and

WHEREAS, Provider represents that it possesses the professional qualifications, experience and ability to perform such services and agrees to provide said services under the terms set forth in this Proposal; and

WHEREAS, the Parties wish to set forth the scope, deliverables, schedule, compensation and other terms governing the engagement.

SCOPE OF WORK

Provider shall perform the creative services and produce the deliverables described below in accordance with this Proposal.

PAYMENT TERMS

Total Fee: $ . Payment will be made in accordance with the schedule below.

Invoicing and Due Date: Invoices shall be submitted by Provider and are payable within days of invoice date. Late payments shall incur interest.

Late Fee: on any overdue balance calculated monthly and the Client shall reimburse Provider for reasonable collection costs and attorney fees incurred to collect unpaid amounts.

TERM AND TERMINATION

Term Commencement Date: . Anticipated Completion Date:

Either party may terminate this Proposal for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination in accordance with the payment provisions set forth above. Provider shall deliver to Client all completed and in-progress deliverables for which Client has paid.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" shall mean non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (a) use the other's Confidential Information solely to perform its obligations under this Proposal; (b) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; and (c) not disclose such Confidential Information to any third party except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Ownership of work product shall be governed by the terms below. By default, Provider retains ownership of pre-existing materials and general skills, know-how and methodologies used in providing services. Upon receipt of final payment in full, Provider assigns to Client ownership of the final deliverables specifically created for Client under this Proposal, subject to any third-party licenses and Provider's retained moral rights and portfolio use rights unless otherwise agreed in writing.

Work-for-hire: Provider acknowledges that this engagement is to be considered work-for-hire for applicable deliverables as agreed by the parties. Any transfer of rights required to effectuate ownership transfer shall be completed by Provider upon final payment.

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising under this Proposal shall be resolved as set forth in this section.

ENTIRE AGREEMENT

This Proposal, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. Any amendment or modification to this Proposal must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Severability: If any provision of this Proposal is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement. Assignment: Neither party may assign its rights or delegate its obligations under this Proposal without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

ACCEPTANCE

The undersigned represent and warrant that they are authorized to enter into this Proposal on behalf of the Party for which they sign and that by signing below the Parties agree to be bound by all terms set forth herein.

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