Designer Service Rider

DESIGNER SERVICE RIDER

This Designer Service Rider (the Rider) supplements and amends the underlying agreement between the parties and is incorporated into that agreement by reference. Parties agree as follows:

Designer Name:     Client Name:

Effective Date:     Project Title:

WHEREAS

WHEREAS, Designer is engaged in the business of providing design, creative, and related services and has represented the ability to perform the services described in this Rider; and

WHEREAS, Client desires to engage Designer to perform certain design services on the terms and conditions set forth in this Rider; and

WHEREAS, the parties intend this Rider to define the scope, fees, schedule, and other obligations applicable to Designer's performance for the Project identified above.

SCOPE OF WORK

PAYMENT TERMS

Late Payment Fee: If any payment due to Designer is not received within days after the applicable due date, Client shall pay interest at the lesser of or the maximum rate permitted by law. Designer may suspend work for nonpayment following five (5) days' written notice.

TERM AND TERMINATION

Term Commencement Date:     Term End Date:

Either party may terminate this Rider for convenience upon providing days' prior written notice. Termination for cause may occur immediately upon written notice if the other party materially breaches any obligation and fails to cure within days after receipt of notice specifying the breach. Upon termination, Client shall pay Designer for all services performed and reasonable non-cancellable costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in connection with performance of this Rider it may receive Confidential Information of the other party. "Confidential Information" means non-public, proprietary information disclosed in any form and identified as confidential or which a reasonable person would understand to be confidential. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use it only to perform obligations under this Rider; and (c) not disclose it to third parties except to employees, contractors or advisors who have a need to know and are bound to confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is (i) publicly available through no fault of the receiving party; (ii) rightfully received from a third party without restriction; or (iii) independently developed without use of the Confidential Information. Upon written request, the receiving party shall return or destroy Confidential Information, except to the extent retention is required by law.

OWNERSHIP AND INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Designer retains ownership of all pre-existing intellectual property and underlying design tools, templates and methodologies. Upon full payment of fees due for the agreed Deliverables, Designer grants Client a non-exclusive, non-transferable license to use the final delivered materials for the purposes described in the Scope of Work. Any additional uses, derivative works, or transfers require Designer's prior written consent and may be subject to additional fees.

EXPENSES, TRAVEL AND MATERIALS

Client shall reimburse Designer for reasonable, pre-approved out-of-pocket expenses incurred in the performance of services, including travel, materials and third-party vendor costs. Reimbursable expenses shall be invoiced monthly and supported by receipts. Travel requiring overnight stay or significant outlay must be pre-approved in writing by Client.

INDEPENDENT CONTRACTOR; INSURANCE

Designer is an independent contractor and not an employee, agent or partner of Client. Designer is solely responsible for payment of taxes and insurance related to its personnel. Designer shall maintain commercially reasonable liability insurance and, upon request, provide evidence of such insurance to Client.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and defend the other against third-party claims arising from its gross negligence or willful misconduct. Except for liability arising from willful misconduct or breach of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages, and each party's aggregate liability shall not exceed the total fees paid under this Rider during the six (6) month period preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Rider shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If the dispute cannot be resolved within thirty (30) days, the parties may pursue any remedy available at law or equity in courts located within the selected jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Rider, together with the underlying agreement referenced herein and any attachments expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals and representations. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL PROVISIONS

Any exhibits, schedules or statements of work attached to this Rider are incorporated by reference and form part of this Rider. Except as expressly modified by this Rider, all other terms of the underlying agreement remain in full force and effect.

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