Creative Works Agreement

CREATIVE WORKS AGREEMENT

This Creative Works Agreement (the "Agreement") is entered into as of by and between Client Name: with Client Address: , and Creator Name: with Creator Address: .

RECITALS

WHEREAS, Client desires to engage Creator to create certain original creative works described herein for use in Client's business and marketing (the "Works"); and

WHEREAS, Creator represents that Creator has the expertise, resources, and lawful right to create and license the Works and is willing to provide such services to Client on the terms set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the terms under which Creator will deliver, and Client will accept and pay for, the Works and the parties' respective rights and obligations with respect to the Works.

NOW, THEREFORE

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Works" means the creative materials, deliverables and associated materials to be created by Creator as described in Section 3 and in the Description of Creative Works below.

1.2 "Deliverables" means the tangible or digital files, source files, proofs, and final masters of the Works delivered to Client in accordance with this Agreement.

2. DESCRIPTION OF CREATIVE WORKS

3. DELIVERY; ACCEPTANCE

Creator shall deliver the initial Deliverables to Client no later than (the "Delivery Date") unless the parties agree in writing to an extension.

Client shall have calendar days following receipt to inspect the Deliverables and either accept them in writing or provide a reasonably detailed list of issues to be remedied. If Client does not provide notice of rejection within the acceptance period, the Deliverables shall be deemed accepted.

4. COMPENSATION; PAYMENT

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Final payment for the Deliverables is due upon Client's acceptance or deemed acceptance of the Deliverables.

5. RIGHTS; LICENSE; ASSIGNMENT

5.1 Creator hereby grants to Client the following rights with respect to the Works (select one): Exclusive Non-exclusive

5.2 Territory: Term:

5.3 Unless otherwise agreed in writing and subject to full payment, Creator assigns to Client all right, title and interest in and to the copyrights in the Works, including the right to prepare derivative works, to reproduce, distribute, publicly display and otherwise exploit the Works, and to register copyright in Client's name where registration is available.

6. MORAL RIGHTS; CREDIT

To the maximum extent permitted by law, Creator hereby irrevocably waives and agrees not to assert any moral rights, droit moral, or similar rights with respect to the Works. Any credit to Creator shall be determined in accordance with the credit provision below:

7. WARRANTIES AND REPRESENTATIONS

Creator represents and warrants that: (a) Creator is the sole author of the Works and has full power and authority to enter into this Agreement; (b) the Works are original and do not infringe any third party intellectual property or privacy rights; and (c) no third-party consents are required for Creator to grant the rights set forth herein. Client represents that any materials provided to Creator do not infringe third-party rights.

8. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party 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 shall not include information that is publicly known through no fault of the receiving party or that is independently developed by the receiving party.

9. INDEMNIFICATION

Creator shall indemnify, defend and hold harmless Client and its officers, directors and agents from and against any and all claims, liabilities, losses, damages and expenses arising out of a breach of Creator's representations or warranties, including claims of infringement of third-party intellectual property rights. Client shall indemnify Creator against claims arising from Client-provided materials or Client's use of the Works in breach of this Agreement.

10. LIMITATION OF LIABILITY

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CREATOR UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM.

11. TERMINATION

Either party may terminate this Agreement upon material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Upon termination for any reason, Client shall pay Creator for all non-cancelable expenses and for Services performed through the effective date of termination.

12. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver, nor shall any single or partial exercise of any right preclude other exercises of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles.

15. ENTIRE AGREEMENT

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that most nearly captures the parties' original intent.

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