Miscellaneous Warning Icon

MISCELLANEOUS WARNING ICON AGREEMENT

This Miscellaneous Warning Icon Agreement (the Agreement) is entered into effective as of by and between:

Client Name:

Provider Name:

RECITALS

WHEREAS, Client desires to obtain from Provider a custom warning icon asset and associated deliverables for use in Client's products and communications; and

WHEREAS, Provider represents that it has the skill, experience and personnel necessary to design, produce and deliver the warning icon in accordance with the terms and specifications set forth in this Agreement; and

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

SCOPE OF WORK

Provider shall design and deliver a warning icon and any associated source files, variations and documentation (collectively, the Deliverables). The Deliverables shall conform to the technical and stylistic requirements set forth below and as further specified by Client in writing.

SVG PNG AI (vector source) EPS Other:

PAYMENT TERMS

Client shall pay Provider the Fees described below in consideration for the Deliverables. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Late payments shall bear interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, calculated daily and compounded monthly, from the due date until paid in full.

TERM AND TERMINATION

This Agreement commences on the Start Date: and shall continue until the End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately by the non-breaching party if the breaching party fails to cure a material breach within days after receipt of written notice describing the breach.

Upon termination, Client shall pay Provider for all work performed and expenses reasonably incurred through the effective date of termination and Provider shall deliver any completed Deliverables for which Client has paid.

CONFIDENTIALITY

Each party (the Receiving Party) shall maintain in confidence and shall not disclose to any third party any Confidential Information disclosed by the other party (the Disclosing Party). "Confidential Information" means non-public business, technical, design, pricing, or other information disclosed in connection with this Agreement and marked or identified as confidential, or that reasonably should be understood to be confidential.

The Receiving Party's obligations do not extend to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by court order or applicable law, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates with reasonable efforts to seek protective measures.

INTELLECTUAL PROPERTY

Subject to Client's payment in full of all Fees due under this Agreement, Provider hereby assigns to Client all worldwide right, title and interest in and to the final delivered icon artwork and associated files (the Assigned Works). Provider retains the right to use non-confidential, non-custom components, techniques and general skills for other projects.

Provider represents that, to the best of Provider's knowledge, the Assigned Works will not infringe the intellectual property rights of any third party and that Provider has the necessary rights to grant the assignments and licenses set forth in this Agreement. Provider will indemnify and defend Client against third-party claims arising from breach of this representation.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including all attachments and written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices: Notices required under this Agreement shall be in writing and delivered to the contact information provided below.

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