Creative Studios Services Contract

CREATIVE STUDIOS SERVICES CONTRACT

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

Client Name:

Client Address:

Studio Name:

Studio Address:

WHEREAS

WHEREAS, Client desires to engage Studio to provide creative services as described in this Agreement, and Studio has the professional ability and capacity to perform such services under the terms set forth herein; and

WHEREAS, the parties intend that the services to be provided, and any resulting deliverables, be governed by the terms of this Agreement, including payment, confidentiality and intellectual property provisions.

SCOPE OF WORK

Studio shall perform the creative services (the Services) described below. Services include, but are not limited to, concept development, design, production, revisions, and final delivery of agreed deliverables. Detailed description of Services and deliverables:

PAYMENT TERMS

Compensation for Services shall be as follows. Client shall pay Studio the fees set forth below in consideration for performance of the Services. All amounts are in U.S. dollars and are exclusive of applicable taxes unless otherwise stated.

Studio shall submit invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices are due and payable within days of receipt. Client shall reimburse Studio for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services; such expenses shall be itemized on invoices.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated confidential or would reasonably be understood to be confidential given the nature of the information. Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully known by Receiving Party prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is rightfully obtained by Receiving Party from a third party without restriction. Upon termination or written request, Receiving Party shall return or destroy Confidential Information and certify destruction if requested.

INTELLECTUAL PROPERTY AND DELIVERABLES

Except as set forth below, Studio assigns to Client all right, title and interest in and to the final deliverables created specifically under this Agreement upon full payment of amounts due, to the extent such assignment is valid under applicable law. To the extent any deliverable cannot be assigned, Studio grants Client an exclusive, perpetual, worldwide, royalty-free license to use, reproduce, modify and distribute the deliverables for Client's business purposes. Studio retains the right to use general skills, know-how, and non-confidential concepts learned or created during performance.

Client warrants that any materials provided to Studio for incorporation into deliverables do not infringe third-party rights. Studio shall disclose use of third-party materials subject to separate license terms and obtain Client approval prior to inclusion where required.

INDEPENDENT CONTRACTOR; TAXES

Studio is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Studio shall be responsible for all taxes, insurance and benefits relating to Studio's personnel. Studio shall not bind Client by contract or otherwise without Client's prior written consent.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall defend, indemnify and hold harmless the other from and against claims, liabilities and costs arising from its breach of this Agreement, negligence or willful misconduct, except to the extent caused by the other party's gross negligence or willful misconduct. EXCEPT FOR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO STUDIO UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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. Venue for any dispute shall be the state or federal courts located in such state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and approved statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate in writing. Notice is effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate relief for a breach of confidentiality or intellectual property provisions and agree that injunctive relief may be sought in addition to other remedies.

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