Creative Services DC Originals

CREATIVE SERVICES DC ORIGINALS

This Creative Services Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing creative and production services, including but not limited to design, art direction, photography, videography, and related deliverables; and

WHEREAS, Client desires to retain Service Provider to perform certain creative services described in this Agreement, and Service Provider agrees to perform such services under the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth the rights, duties and obligations of each party with respect to the provision and payment for such services.

SCOPE OF WORK

Service Provider shall perform the services and provide the deliverables described below (Scope). The Scope may be amended only by written agreement signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimburse expenses as set forth in this section. All fees are exclusive of taxes unless otherwise stated.

Late payments shall accrue interest at the lesser of (i) on the unpaid balance per month or (ii) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, for overdue amounts.

Invoices shall be submitted in writing and are payable within days of invoice date unless otherwise agreed in writing.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least prior to the effective termination date. Either party may terminate for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, and Service Provider shall deliver all materials produced to date to Client upon receipt of such payment.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence and not disclose to any third party any proprietary or confidential information of the other party (Discloser) disclosed in connection with this Agreement, except as necessary to perform obligations under this Agreement. Confidential information does not include information that (a) is or becomes generally available to the public other than by a breach of this Agreement, (b) was known to Recipient prior to disclosure by Discloser without breach of an obligation of confidentiality, (c) is received from a third party without restriction, or (d) is independently developed by Recipient without use of Discloser's confidential information.

Recipient may disclose Confidential Information to employees, contractors or affiliates on a need-to-know basis provided such persons are bound by confidentiality obligations at least as protective as those set forth herein. Recipient shall use at least reasonable care to protect Discloser's Confidential Information.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in a written work order, upon full and final payment by Client, Service Provider assigns to Client all right, title and interest in and to the final deliverables specifically created for Client under this Agreement (Deliverables). Service Provider retains all rights in underlying tools, processes, templates, pre-existing materials, and general skills and know-how used in the performance of the services.

Client grants Service Provider a non-exclusive, non-transferable license to display the Deliverables in Service Provider's portfolio for promotional purposes, except where Client has indicated confidentiality or where use would divulge trade secrets or confidential campaign strategy.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider represents and warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED 'AS IS' AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

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. The parties agree that any disputes arising under this Agreement shall be resolved in the state or federal courts located within that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or written work orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. This Agreement may be amended only by a written instrument signed by both parties.

ASSIGNMENT; INDEPENDENT CONTRACTOR

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, joint venture or agency relationship between the parties.

NOTICES

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