Digital File Release Agreement

DIGITAL FILE RELEASE AGREEMENT

This Digital File Release Agreement (the Agreement) is entered into as of by and between the parties identified below.

Recitals

WHEREAS, Provider has created, owns, or controls certain digital files, deliverables and associated materials described herein; and

WHEREAS, Recipient desires to obtain delivery of the digital files and certain usage rights, and Provider is willing to release such files and grant the rights set forth herein in consideration of the payments and covenants in this Agreement; and

WHEREAS, the parties intend that this Agreement memorialize the scope of delivery, the rights granted, payment terms, confidentiality obligations, and other material terms governing the release and use of the digital files.

Scope of Work

Provider shall deliver the digital files and associated metadata described below, and shall perform the limited services necessary to prepare and deliver the files in the mutually agreed format.

Electronic transfer (email/attachment)
Secure cloud transfer or link
Physical media (hard drive, USB)

License Grant and Restrictions

Upon Provider's receipt of all payments required under this Agreement, Provider hereby grants Recipient the following license in the delivered digital files, subject to the limitations and restrictions set forth below.

Type of license granted: Non-exclusive Exclusive

Recipient's permitted uses (select any that apply): Reproduce; Distribute; Modify; Sublicense

Restrictions: Recipient shall not use the files in any manner that violates third-party rights, applicable law, or the moral rights of any author. Unless the parties have expressly agreed otherwise in writing, Recipient shall not transfer ownership of the original master files to third parties without Provider's prior written consent.

Payment Terms

Total Fee: $

Deposit (if any): $   Balance due within days of delivery.

Late Fee: If any payment is not received within the stated period, interest shall accrue at per month (or the maximum permitted by law, if lower) on the overdue amount.

Term and Termination

This Agreement commences on and continues until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party that remains uncured after days' written notice. Termination shall not relieve Recipient of its obligation to pay for services performed or files delivered prior to termination.

Confidentiality

Each party shall treat the other party's confidential information, including unreleased files, technical materials, pricing, and business information, as confidential and shall not disclose such information to third parties except as required by law or as necessary to perform under this Agreement. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party or that the receiving party can demonstrate was already known to it prior to disclosure.

Representations, Warranties and Indemnification

Provider represents and warrants that it has the authority to grant the rights and releases granted herein, that the delivered files do not knowingly infringe any third-party intellectual property rights, and that Provider will transfer any necessary rights to permit Recipient's permitted uses. Recipient represents that it will use the files only as permitted by this Agreement.

Each party shall indemnify and hold the other harmless from and against any losses, liabilities, damages, and costs (including reasonable attorneys' fees) arising from a breach of its representations, warranties, or covenants under this Agreement, except to the extent caused by the other party's gross negligence or willful misconduct.

Limitation of Liability

Except for breaches of confidentiality, gross negligence, willful misconduct, or indemnity obligations for third-party claims of intellectual property infringement, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Recipient to Provider under this Agreement.

Governing Law

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

Entire Agreement

This Agreement, together with any attachments, exhibits, and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver by either party of any breach shall constitute a waiver of any other right or subsequent breach.

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