Creative Textile Agreement

CREATIVE TEXTILE AGREEMENT

This Creative Textile Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name:

RECITALS

WHEREAS, Client desires the development, creation, and delivery of textile designs, prototypes, and production specifications for the Project described in this Agreement; and

WHEREAS, Creator represents that Creator has the skill, experience, and creative capability to create textile designs and to provide related services including sampling, colorways, and production support; and

WHEREAS, the parties desire to set forth the terms and conditions under which Creator will perform the Services and Client will compensate Creator.

SCOPE OF WORK

Creator shall perform the creative and technical services described below (the "Services"). Creator will deliver textile designs, digital files, and physical samples as applicable. Project Deliverables, quantities, and acceptance criteria shall be as set forth in the Scope below.

Delivery Deadline: . Creator shall notify Client in writing of any anticipated delay within five (5) business days of becoming aware of such delay.

PAYMENT TERMS

Client shall pay Creator for the Services as follows. All payments are in U.S. dollars and exclusive of any taxes unless otherwise stated.

Invoicing: Creator shall submit invoices in accordance with the Payment Schedule. Payment is due within days of invoice receipt unless otherwise agreed in writing.

Late Payment: Unpaid amounts shall accrue interest at a rate of per month (or the maximum lawful rate if lower) from the due date until paid. Client shall also reimburse Creator for reasonable costs of collection.

Expenses: Client will reimburse Creator for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services upon presentation of receipts.

TERM AND TERMINATION

Term: The term of this Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party delivered at least days prior to the effective termination date. Upon termination, Client shall pay Creator for Services performed and non-cancelable commitments made through the date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial, and creative information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, in writing, or by inspection, 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.

Obligations: The Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by obligations of confidentiality no less restrictive than those in this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no act of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY

Ownership of Pre-Existing Materials: Each party retains all right, title, and interest in and to any intellectual property owned or controlled by that party prior to the Effective Date.

Ownership of Deliverables: Upon full and final payment of amounts due under this Agreement, Creator hereby assigns to Client all right, title and interest in the final delivered textile designs and related deliverables created specifically for Client under this Agreement, subject to Creator's retained rights in Creator's pre-existing tools, processes, and general know-how. Notwithstanding the foregoing, Creator retains the right to use non-confidential aspects of the Deliverables for portfolio and promotional purposes unless Client has expressly and reasonably prohibited such use in writing.

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

REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

Each party represents that it has the full power and authority to enter into this Agreement. Creator warrants that the Deliverables will not, to Creator's knowledge, infringe any third-party intellectual property rights and will conform to the specifications set forth in the Scope of Work. Creator shall indemnify and hold harmless Client from third-party claims arising out of Creator's breach of the foregoing warranty, except to the extent such claim arises from Client's modifications or use outside the agreed specifications.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or Creator's breach of the intellectual property warranty, in no event shall either party be liable for indirect, incidental, special, consequential, or punitive damages, and each party's aggregate liability under or related to this Agreement shall not exceed the total fees actually paid by Client to Creator under this Agreement.

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any exhibits and 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 and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and 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 either party may designate in writing. Notices shall be deemed given upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

ADDITIONAL PROVISIONS

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