Creative Studio Contract Proposal

CREATIVE STUDIO CONTRACT PROPOSAL

This Creative Studio Contract Proposal (the Agreement) is entered into as of by and between Client Name: , Client Address: and Creative Studio Name: , Studio Address: .

RECITALS

WHEREAS, Client desires to engage Creative Studio to provide creative services in connection with the project described as Project Name: (the Project); and

WHEREAS, Creative Studio represents that it has the professional ability, experience and personnel necessary to perform the services contemplated under this Agreement and agrees to perform such services under the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

SCOPE OF WORK

Creative Studio will perform the services and deliverables as described below. The parties acknowledge that a detailed description of tasks, milestones, and deliverables is an essential element of this Agreement.

PAYMENT TERMS

Payment shall be made in accordance with the schedule below. Invoices will be issued by Creative Studio and are payable within days of invoice date.

Late payments shall bear interest at the lesser of (a) the maximum rate permitted by law, or (b) per month on the outstanding balance. In addition, Client shall reimburse Creative Studio for reasonable collection costs and attorney fees incurred in enforcing payment.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. In the event of termination for cause, the non-breaching party may terminate immediately upon written notice if the breaching party fails to cure a material breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Creative Studio for all work performed and expenses incurred up to the effective date of termination, including any non-cancellable commitments.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means all non-public information, whether oral, written, or electronic, disclosed by one party (Discloser) to the other (Recipient) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, creative concepts, source materials, proprietary processes, pricing, and client lists.

The Recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information, (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement, and (c) use Confidential Information solely for the performance of this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected to the extent required by applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, upon receipt of full payment for services rendered under this Agreement, Creative Studio assigns to Client all right, title and interest in the final deliverables created specifically for the Project (Deliverables). Creative Studio retains all rights in pre-existing materials, tools, concepts, know-how, and general skills not developed exclusively for the Project. If Client requires transfer of source files or exclusive rights prior to final payment, such terms must be documented in writing and may be subject to additional fees.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including 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, proposals, or representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Creative Studio may assign receivables to a financing party.

DELIVERABLES ACCEPTANCE

Client shall have days from delivery of each deliverable to review and either accept or provide written notice of requested revisions. If no notice is provided within such period, the deliverable will be deemed accepted.

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