Creative Subscription Agreement

CREATIVE SUBSCRIPTION AGREEMENT

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

Provider Name:

Subscriber Name:

RECITALS

WHEREAS, Provider is engaged in the business of delivering creative services, including but not limited to graphic design, brand identity development, content creation, and digital assets (collectively, the Services); and

WHEREAS, Subscriber desires to obtain, on a subscription basis, the Services described in this Agreement and Provider is willing to deliver such Services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Provider will perform the Services described above in a professional and workmanlike manner consistent with industry standards. Changes to the scope shall be governed by a written Change Order signed by both parties, which will describe any adjustment to price, schedule, or deliverables.

PAYMENT TERMS

All payments are due according to the Billing Schedule. If Provider issues an invoice, payment is due within days of invoice date.

Late payments shall incur a late fee of per month on the outstanding balance, or a flat fee of , whichever is greater, in addition to any collection expenses reasonably incurred by Provider.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date: (or until earlier termination as provided herein).

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Provider may terminate immediately for cause upon written notice if Subscriber fails to pay undisputed amounts when due, materially breaches confidentiality obligations, or otherwise materially breaches this Agreement and fails to cure within thirty (30) days after receipt of written notice describing the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that by its nature should reasonably be understood to be confidential, including business plans, creative concepts, designs, source files, pricing, and subscriber data.

Obligations: Each party shall (i) use Confidential Information solely for performance under this Agreement, (ii) restrict access to Confidential Information to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) not disclose Confidential Information to any third party without prior written consent of the disclosing party.

Exclusions: Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to the disclosing party’s Confidential Information.

Duration: The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, or longer as required by applicable law for certain types of data.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Provider retains ownership of pre-existing materials and tools used in providing the Services. Upon full payment of fees due for particular deliverables, Provider grants Subscriber a non-exclusive, non-transferable license to use delivered final assets for the purposes specified in the Scope of Work. Provider reserves the right to use non-confidential deliverables in its portfolio and marketing materials.

Third-Party Materials: Supplier will inform Subscriber of any third-party licensed materials incorporated into deliverables; Subscriber agrees to accept and abide by any applicable third-party license terms.

LIMITATION OF LIABILITY

EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY SUBSCRIBER TO PROVIDER 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 its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written Change Orders signed by both parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral, relating to the subject matter hereof. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an acquirer of substantially all of its business or assets without Subscriber's consent.

Independent Contractors: The parties are independent contractors and nothing in this Agreement shall create an employment, agency, partnership or joint venture relationship between them.

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