Creative Services Agreement

Creative Services Agreement

This Creative Services Agreement (the "Agreement") is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform creative services including but not limited to design, copywriting, art direction, multimedia production, and related deliverables as described herein; and

WHEREAS, Service Provider represents that it has the experience, skill, and personnel to perform such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services in a professional manner consistent with industry standards and within the timelines mutually agreed in writing. Any material change to the scope will require a written change order signed by both parties, which will describe the change, the effect on fees, and any impact to schedule.

Payment Terms

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by applicable law, plus all collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement commences on the Start Date: and, unless earlier terminated in accordance with this Agreement, ends on: .

Either party may terminate this Agreement for material breach if the breach remains uncured for days after written notice. Either party may terminate without cause upon days' prior written notice. Upon termination, Client will pay Service Provider for all work performed and approved expenses through the effective date of termination and for any non-cancellable commitments reasonably incurred.

Confidentiality

Each party acknowledges that during performance it may receive confidential or proprietary information of the other party ("Confidential Information"). Each party agrees to hold Confidential Information in strict confidence, to use it solely to perform under this Agreement, and not to disclose it except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, or is rightfully received from a third party without restriction.

Intellectual Property

Subject to Client's timely payment of all fees due under this Agreement, Service Provider assigns to Client all right, title, and interest in and to final deliverables specifically created for Client under this Agreement (the "Work Product"). Service Provider retains ownership of its pre-existing materials, general skills, know-how, and tools and grants Client a non-exclusive, non-transferable license to any pre-existing materials incorporated into the Work Product only to the extent necessary to use the Work Product as intended.

Service Provider warrants that, to the best of its knowledge, the Work Product will not infringe third-party intellectual property rights. Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider's breach of this warranty, except to the extent such claim results from Client's materials or instructions.

Warranties; Limitation of Liability

Service Provider represents that it will perform services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES.

Independent Contractor; Taxes

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, or agency relationship. Service Provider is solely responsible for all payroll, income, and other taxes, insurance, and benefits for its personnel.

Dispute Resolution

The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the parties cannot resolve the dispute within thirty (30) days, either party may seek relief in a court of competent jurisdiction in the state specified below. Nothing in this section prevents either party from seeking injunctive or other equitable relief when necessary to protect its rights.

Entire Agreement; Amendments

This Agreement, including any exhibits or change orders signed by the parties, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements and understandings. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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