Miscellaneous Splashback Pattern

MISCELLANEOUS SPLASHBACK PATTERN AGREEMENT

Effective Date:

Parties

Client Name:    Manufacturer/Designer Name:

Recitals

WHEREAS, Client desires the creation, development and transfer of a custom splashback pattern for use in the Project described above; and

WHEREAS, Designer possesses expertise, tooling and capabilities to create the custom splashback pattern and to deliver fabrication-level artwork and specifications; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the design, payment, confidentiality and ownership of the splashback pattern;

Scope of Work

Payment Terms

Total Contract Amount: $

Late Payment Fee:    Payments are due within days of invoice.

Acceptance and Final Delivery: Final fabrication artwork and pattern files will be delivered upon receipt of final payment and written acceptance by Client, unless otherwise agreed in writing.

Term and Termination

Commencement Date:    Anticipated Completion Date:

Either party may terminate this Agreement upon days' written notice for convenience. In the event of material breach, the non-breaching party may terminate immediately if the breaching party fails to cure within days after written notice.

Upon termination, Client shall pay Designer for all work performed and non-cancellable costs incurred through the effective date of termination. Designer shall deliver work-in-progress to Client upon receipt of all amounts due.

Confidentiality

Each party agrees to keep confidential and not to disclose to any third party any proprietary information, trade secrets, technical data, drawings, patterns, color recipes, or other information marked confidential or which a reasonable person would understand to be confidential ("Confidential Information") received from the other party, except as required to perform this Agreement or as required by law.

Confidential Information does not include information that is (a) in the public domain through no fault of the receiving party, (b) rightfully known prior to disclosure, or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

Ownership and Intellectual Property

Unless otherwise agreed in writing, Designer retains all intellectual property rights in the splashback pattern, including but not limited to designs, digital files and tooling, until Client has paid all amounts due in full. Upon full payment, Designer grants Client a non-exclusive, non-transferable license to use the delivered pattern files solely for the Project and location specified in this Agreement.

Any reproduction, resale, sublicensing, or distribution of the pattern for other projects, clients or commercial purposes requires a separate written license and additional compensation.

Warranties; Indemnity

Designer warrants that the deliverables will conform to the specifications set forth in this Agreement at the time of delivery. Designer does not warrant results of installation or performance beyond the deliverables. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES ARE DISCLAIMED.

Each party agrees to indemnify and hold harmless the other from liabilities, losses or claims arising from its negligent acts or willful misconduct in connection with this Agreement, except to the extent caused by the other party's breach or negligence.

Governing Law

Entire Agreement

This Agreement, including any exhibits, attachments and accepted change orders, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

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