Designer Collaboration Agreement

DESIGNER COLLABORATION AGREEMENT

This Designer Collaboration Agreement (the "Agreement") is entered into as of Effective Date: by and between Primary Designer: with address ("Primary Designer"), and Collaborating Designer: with address ("Collaborator"). Each of Primary Designer and Collaborator may be referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Primary Designer is engaged in providing design concepts, artwork, prototypes and related creative services; and

WHEREAS, Collaborator possesses complementary skills, capacity and personnel and desires to join with Primary Designer to perform certain design work for the Project described below; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the collaborative development, delivery, ownership and commercialization of the Work.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Project" means the initiative described as: .

1.2 "Work" means all creative output, deliverables, designs, concepts, artwork, prototypes, code, documentation and related materials produced by either Party in connection with the Project, whether in draft or final form.

2. SCOPE OF COLLABORATION

2.1 Responsibilities. The Parties shall perform the tasks and responsibilities allocated in the Scope of Work. Primary Designer will:

Collaborator will:

2.2 Deliverables and Schedule. The Parties shall deliver the following items:

Project start date: ; Project completion target: .

3. COMPENSATION; EXPENSES

3.1 Fees. Compensation to Collaborator for its services shall be as follows:

3.2 Revenue Share (if applicable). If the Parties agree to a revenue-sharing arrangement, the percentage allocated to Collaborator shall be: . The Parties shall account and pay any shares within of collection.

3.3 Expenses. Reimbursable project expenses shall be pre-approved in writing by the Parties and invoiced with documentation. Expense responsibility:

4. INTELLECTUAL PROPERTY; LICENSES

4.1 Ownership. Except as otherwise agreed in this Section, ownership of Work shall be allocated as follows:

4.2 Grant of License. To the extent a Party retains ownership of any pre-existing materials incorporated into the Work, that Party grants the other Party a non-exclusive, royalty-free license to use such pre-existing materials solely for the Project and for the Parties' commercial exploitation of the Work as jointly agreed.

4.3 Moral Rights. Each Party hereby irrevocably waives, to the fullest extent permitted by law, any moral rights in the Work and agrees not to assert such rights against the other Party, its licensees or assigns.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public business, technical and creative information disclosed by a Party in connection with the Project that is designated as confidential or that reasonably should be understood to be confidential.

5.2 Obligation. Each Party shall (a) maintain Confidential Information in confidence; (b) not disclose such information except to employees, contractors or advisors who need to know and who are bound to confidentiality; and (c) use Confidential Information only to perform under this Agreement. The confidentiality obligation shall continue for following disclosure.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Each Party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) it will perform services in a professional manner consistent with industry standards; and (c) to the best of its knowledge, its contributions to the Work will not infringe the intellectual property or other rights of third parties.

6.2 Each Party shall promptly notify the other Party of any third-party claim regarding the Work and shall cooperate in the defense or settlement of such claim.

7. INDEMNIFICATION

7.1 Indemnity by Each Party. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party, its officers, directors and agents (the "Indemnified Party") from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of a breach of the Indemnifying Party's representations, warranties or obligations under this Agreement or a third-party claim of infringement attributable to the Indemnifying Party's contributions.

8. TERM AND TERMINATION

8.1 Term. This Agreement shall commence on the Effective Date and continue until completion of the Project or until terminated in accordance with this Section.

8.2 Termination for Convenience. Either Party may terminate this Agreement upon days' prior written notice to the other Party.

8.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within days after receipt of notice of such breach.

9. INDEPENDENT CONTRACTOR

The Parties are independent contractors. Nothing in this Agreement creates an employment, agency or partnership relationship except as expressly set forth with respect to joint ownership of Work where so specified. Neither Party may bind the other without prior written consent.

10. INSURANCE

Each Party shall maintain insurance appropriate to its obligations under this Agreement, including general liability and professional liability insurance, and shall provide certificates of insurance upon request.

11. NOTICES

All notices under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier or certified mail (return receipt requested) to the addresses set forth below or such other address as a Party may designate by notice.

12. AMENDMENTS; WAIVER; ASSIGNMENT

12.1 Amendments. This Agreement may be amended only by a written instrument signed by both Parties.

12.2 Waiver. No waiver of any breach shall be effective unless in writing and signed by the Party granting the waiver. A waiver of any breach shall not be deemed a waiver of any other breach.

12.3 Assignment. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a sale of substantially all of its assets.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 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.

13.2 Entire Agreement. This Agreement, including all schedules and attachments, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior understandings, agreements and communications, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' original intent.

14. MISCELLANEOUS

14.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as originals.

14.2 Performance Records. Each Party shall keep reasonable records of its performance under this Agreement and shall make such records available to the other Party upon reasonable request for verification of payments, expenses and deliverables.

SIGNATURES

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