Design Illustration & Icon Refresh

DESIGN ILLUSTRATION & ICON REFRESH AGREEMENT

Parties

Recitals

WHEREAS, Client engages Contractor to perform design services related to an illustration and icon refresh for the project titled (the "Project"); and

WHEREAS, Contractor represents that Contractor has the professional skill, experience, and resources to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide design illustration and icon refresh services to Client.

Scope of Work

Contractor shall perform the services and deliver the work products described below in accordance with the timelines and specifications set forth by the parties.

Payment Terms

Client shall pay Contractor the total fee described below in exchange for the deliverables and services described in this Agreement.

Term and Termination

This Agreement commences on the Effective Date and shall continue until the Completion Date unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing days' written notice to the other party. Termination for cause may be effected immediately where the other party materially breaches this Agreement and fails to cure such breach within 10 days of written notice.

Confidentiality

Each party shall hold in strict confidence and shall not use or disclose to any third party any Confidential Information of the other party except as necessary to perform this Agreement. "Confidential Information" means non-public information disclosed in connection with the Project but does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully known to the receiving party prior to disclosure; or (iii) is independently developed without use of the disclosing party's Confidential Information. The confidentiality obligations shall survive termination or expiration of this Agreement for a period of

Intellectual Property

Unless the parties agree otherwise below, Contractor grants Client a non-exclusive, worldwide, perpetual license to use the final deliverables for Client's business purposes upon final payment. Select preferred ownership arrangement:

Contractor represents that all work will be original or properly licensed, and Contractor will indemnify Client against third-party claims of infringement arising from Contractor's breach of that representation.

Representations; Warranties; Indemnity

Each party represents that it has the full right, power and authority to enter into this Agreement. Contractor warrants that deliverables will materially conform to the agreed specifications and that the services will be performed in a professional and workmanlike manner. Contractor shall indemnify and hold Client harmless from and against any losses, liabilities, damages, and costs (including reasonable attorneys' fees) arising from a claim that Contractor's deliverables infringe a third party's intellectual property rights, except to the extent such claim arises from Client's specifications or materials.

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.

Entire Agreement; Miscellaneous

This Agreement, including any attachments and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the Project and supersedes all prior negotiations, proposals, and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remaining provisions shall remain in full force.

Notices under this Agreement shall be sent to the contact information provided above, and shall be deemed effective upon delivery by hand or three (3) business days after deposit with first-class mail, postage prepaid.

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