Final Materials Document

FINAL MATERIALS DOCUMENT

Client Name:    Provider Name:

RECITALS

WHEREAS, Provider has performed services and prepared materials described in this document (the "Final Materials") pursuant to an agreement between Client and Provider effective as of ; and

WHEREAS, Client desires to accept delivery of the Final Materials and obtain the rights and assurances set forth below, and Provider desires to deliver and warrant the Final Materials on the terms of this Final Materials Document.

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

SCOPE OF WORK

LIST OF FINAL MATERIALS

DELIVERY AND ACCEPTANCE

Provider certifies that the Final Materials described above have been delivered to Client on . Client shall have days from delivery to review the Final Materials and either provide written notice of acceptance or provide a written list of deficiencies. Failure to object in writing within the acceptance period shall constitute acceptance.

PAYMENT TERMS

Late payments will accrue interest at the rate of on the unpaid balance, and Client shall be responsible for any collection costs and reasonable attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Final Materials Document commences on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Document for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for accepted Final Materials or Provider of its obligation to deliver or correct nonconforming materials as required.

CONFIDENTIALITY

The parties acknowledge that certain information and materials may constitute confidential or proprietary information. Each party agrees to keep confidential all such information disclosed in connection with this Document and to use it only for the purposes contemplated herein, except to the extent disclosure is required by law or expressly authorized in writing by the disclosing party.

Client acknowledges that the Final Materials may contain Provider's confidential methodologies or otherwise non-public information and agrees not to disclose, publish, or disseminate such information except as necessary for Client's internal use.

Client and Provider each acknowledge and agree to the confidentiality obligations set forth above.

INTELLECTUAL PROPERTY AND ASSIGNMENT

Provider represents and warrants that, to the extent assignable, it is the sole author and owner of the Final Materials and that the Final Materials do not infringe the intellectual property rights of any third party. Provider will indemnify and hold Client harmless from third-party claims arising from a breach of this warranty.

The parties elect the following transfer of rights (select applicable box):

Client receives a full assignment of all rights, title and interest in and to the Final Materials, including copyright (work-for-hire to the fullest extent permitted by law).

Provider grants Client an exclusive, irrevocable license limited as follows:

REPRESENTATIONS, WARRANTIES, AND INDEMNITY

Provider represents and warrants that (a) the Final Materials are original to Provider and do not incorporate third-party materials except as identified in writing to Client, (b) Provider has full right and authority to deliver and assign or license the Final Materials, and (c) the Final Materials are free from material defects in workmanship. Provider agrees to defend, indemnify, and hold Client harmless from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from a breach of the foregoing representations.

GOVERNING LAW; DISPUTE RESOLUTION

This Document shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Document shall be resolved by the courts located within that state, and each party irrevocably submits to the jurisdiction of such courts.

ENTIRE AGREEMENT

This Document, together with any attachments and the parties' underlying agreement referenced in the recitals, constitutes the entire agreement between the parties with respect to the Final Materials and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

CERTIFICATIONS

Each party certifies that the individual signing below is authorized to bind the respective party and that the information provided in this Final Materials Document is true and complete to the best of the signing party's knowledge.

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