Creative Studio Agreement

CREATIVE STUDIO AGREEMENT

PARTIES AND RECITALS

This Creative Studio Agreement (the Agreement) is made effective as of by and between Studio Name: with principal place of business at and Client Name: .

WHEREAS, Studio is engaged in the business of providing creative direction, design, production and related creative services; and

WHEREAS, Client desires to retain Studio to perform creative services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services, deliverables and payment arrangements be set forth in writing to avoid misunderstandings.

SCOPE OF WORK

PAYMENT TERMS

Total Project Fee: $

Late Payment: If any undisputed invoice is not paid within days of its due date, Client shall pay interest at the lesser of (a) % per month or (b) the maximum rate permitted by law.

Expenses: Client will reimburse Studio for reasonable pre-approved project expenses (e.g., stock licensing, third-party services). Reimbursable expenses will be invoiced monthly and supported by receipts.

TERM AND TERMINATION

Term: This Agreement commences on and continues until , unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Client shall pay Studio for all services performed and expenses incurred through the termination date, including any non-cancellable commitments.

Termination for Cause: Either party may terminate immediately for material breach that is not cured within 10 days after written notice. Termination shall be without prejudice to other remedies available at law or equity.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" includes non-public business information, creative concepts, source files, pricing, and materials marked or reasonably understood to be confidential. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know and who are subject to confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is independently developed, publicly known without breach, or required to be disclosed by law with prior notice to the disclosing party where legally permissible.

INTELLECTUAL PROPERTY

Ownership and License: Unless otherwise agreed in writing, Studio retains all rights, title and interest in pre-existing tools, templates, processes and raw materials. As to final Deliverables created specifically for Client and paid in full, the parties select the following option (select one):

Assignment: Studio assigns to Client all right, title and interest in copyright for the completed Deliverables, subject to full payment and subject to Studio's right to use Deliverables in portfolios and marketing unless Client selects otherwise.

License: Studio retains copyright and grants Client a worldwide, nonexclusive, perpetual license to use the Deliverables for the purposes expressly set forth in this Agreement.

Moral Rights: To the extent permitted by law, Studio hereby waives and agrees not to assert any moral rights in the Deliverables assigned or licensed to Client.

WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY

Mutual Warranties: Each party represents and warrants that it has authority to enter into this Agreement and that performance will not violate other agreements or applicable law.

Studio warrants that Deliverables will materially conform to the specifications set forth in the Scope of Work. Studio's sole obligation for any breach of this warranty shall be, at Studio's option, correction of nonconforming Deliverables or refund of the fees paid for such Deliverables, provided Client notifies Studio within 30 days of delivery and provides reasonably detailed supporting information.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of its representations or obligations under this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and provide reasonable cooperation in the defense.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations, neither party shall be liable to the other for consequential, incidental, punitive, or special damages, and a party's aggregate liability shall not exceed the total fees paid by Client to Studio under this Agreement during the twelve (12) month period preceding the claim.

NOTICES

MISCELLANEOUS

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Studio may assign to a successor in connection with a sale of substantially all Studio assets.

Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement: This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between Studio and Client with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

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