Creative Sketches Document

CREATIVE SKETCHES AGREEMENT

This Creative Sketches Agreement (the "Agreement") is made effective as of by and between Service Provider: and Client Name: .

Recitals

WHEREAS, the Service Provider is engaged in the business of producing original conceptual and developmental sketches, illustrations and related creative works ("Sketches"); and

WHEREAS, the Client desires to procure certain Sketches from the Service Provider for the project titled: and the Service Provider is willing to provide such Sketches under the terms set forth herein.

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

Scope of Work

Payment Terms

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

Invoices are due within days of invoice receipt. Late payments shall incur a late fee of % per month on the unpaid balance, and/or a flat fee of $ , at the Service Provider's election, together with any costs of collection, including reasonable attorney fees.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice of such breach. Upon termination, Client shall pay Service Provider for all work performed through the effective date of termination and for any non-cancellable commitments reasonably incurred.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in written, electronic or oral form that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and (b) not use or disclose Confidential Information except as necessary to perform its obligations under this Agreement. Confidentiality obligations shall continue for years following termination of this Agreement, except for information that is or becomes publicly available other than through a breach of this Agreement, or is required to be disclosed by law or court order.

Ownership; License

Unless the parties elect otherwise below, the Service Provider retains all right, title and interest in and to preliminary sketches, concepts, and underlying raw files. Upon full payment of all amounts due under this Agreement, Service Provider grants Client a non-exclusive, perpetual license to use the final delivered Sketches for the purposes described in the Scope of Work. Any use beyond the agreed scope requires a separate license or written consent and additional payment.

Work-for-hire option: Client elects work-for-hire (assign all rights upon full payment)

If work-for-hire is not selected, Service Provider may retain high-resolution originals and may display the Sketches in portfolios or promotional materials, provided such display does not disclose Client Confidential Information.

Representations; Warranties; Indemnity

Each party represents that it has the full right and authority to enter into this Agreement. Service Provider warrants that the Sketches are original and do not infringe third-party rights to the best of Service Provider's knowledge. EXCEPT FOR THE FOREGOING REPRESENTATION, SKETCHES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED. Client shall indemnify and hold harmless Service Provider from claims arising from Client-provided materials, instructions or use of the Sketches outside the agreed scope.

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. Any dispute arising under this Agreement shall be resolved in the state or federal courts located within that state.

Entire Agreement; Modification

This Agreement, including any attachments and the Scope of Work, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute waiver of any other breach. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture or employment relationship.

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