Digital Greeting E-card

DIGITAL GREETING E-CARD AGREEMENT

This Digital Greeting E-card Agreement ("Agreement") is made effective as of by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client desires to engage Service Provider to design, produce and deliver a digital greeting e-card according to the specifications and schedule set forth in this Agreement; and

WHEREAS, Service Provider has the professional skills and technical resources to create digital greeting e-cards, including original artwork, animation, audio and distribution files, and is willing to perform such services pursuant to the terms and conditions contained herein; and

WHEREAS, the parties desire to memorialize their agreement regarding scope, payment, ownership and confidentiality.

SCOPE OF WORK

Deliverable(s):

Number of Initial Concepts:    Included Revisions:

DELIVERY & MILESTONES

Initial Concept Delivery:

Final Delivery:

PAYMENT TERMS

Total Fee: $    Deposit Due on Execution: $

Balance Due on Final Delivery: $

Payment Method:

Late Payment: Unpaid amounts shall accrue interest at (or the maximum lawful rate) from the due date until paid. Client shall also reimburse Provider for reasonable collection costs.

INTELLECTUAL PROPERTY

Ownership of Deliverables: Except for pre-existing Provider materials and third-party materials, upon full payment Provider assigns to Client all right, title and interest in the final delivered e-card files and associated final artwork. Provider retains ownership of drafts, templates, source project files and general skills, which are licensed to Client for use strictly as set out below.

License to Client: Provider grants Client a worldwide, perpetual, non-exclusive license to use, reproduce and distribute the final deliverable for Client's internal and promotional uses as described in Scope of Work. Any use not contemplated herein requires prior written permission and may require additional compensation.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Agreement and shall not disclose such information to third parties except (a) as required by law, (b) to its employees or contractors who have a need to know and are bound by confidentiality obligations at least as protective as these, or (c) with the other party's prior written consent. Confidential information does not include information that is or becomes public without breach of this Agreement or that a party independently develops.

WARRANTIES AND DISCLAIMERS

Provider represents that the services will be performed in a professional manner and that the final deliverables will be original or properly licensed. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party agrees to indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement or its negligence. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:    Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause is permitted where a material breach remains uncured for thirty (30) days after written notice.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction agreed by the parties. The parties agree that the chosen jurisdiction for governing law and venue is:

This Agreement, together with any attachments and schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and representations, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

EXECUTION

The parties have caused this Agreement to be executed by their duly authorized representatives on the dates indicated below.

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