Photo Album Template

Photo Album Template Agreement

Parties

Recitals

WHEREAS, Client desires to engage Vendor to create a custom photo album template and associated deliverables for the photographic content described herein; and

WHEREAS, Vendor represents that it has the skill, experience, and resources necessary to design, prepare and deliver the specified photo album template and related files under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the creation, payment, delivery and ownership of the photo album template and related deliverables effective as of .

Scope of Work

Vendor shall design and deliver the photo album template and ancillary files in accordance with the specifications below. Deliverables shall include the template layout, master page(s), and export-ready files as identified. Client shall supply images, captions and any special instructions in a timely manner.

Number of album spreads/pages:    |    Allowed revisions:    |    File formats to be delivered:

Payment Terms

Client shall pay Vendor the fees set forth below in consideration for the services and deliverables. All sums are payable in U.S. dollars unless otherwise agreed in writing.

Late payment shall incur a late fee of on any overdue balance, calculated monthly, in addition to any collection costs and permitted interest under applicable law.

Term and Termination

This Agreement commences on the Start Date and continues until the Completion Date unless earlier terminated in accordance with this section.

Start Date:    |    Completion/End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Additionally, either party may terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of payment obligations for services performed and work delivered prior to termination.

Confidentiality

Each party agrees that, during the term of this Agreement and for a period of three (3) years thereafter, it shall keep confidential and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in connection with the services, excluding information that is (a) already known to the receiving party, (b) publicly available through no fault of the receiving party, or (c) lawfully obtained from a third party without restriction. Confidential Information may be disclosed where required by law provided the disclosing party affords the other party reasonable notice and assistance in seeking a protective order.

Intellectual Property & License

Vendor shall retain ownership of pre-existing materials, underlying tools, templates and general skills used to produce the deliverables. Subject to full payment of fees due under this Agreement, Vendor grants Client a perpetual, non-exclusive, worldwide license to use, reproduce and print the final delivered photo album template and exported files for Client's internal and commercial uses as expressly set forth in this Agreement. Transfer of exclusive ownership of source/template files to Client must be expressly elected below and is conditioned on full payment and a separate, agreed-upon assignment fee.

Transfer exclusive ownership on full payment: Yes — transfer ownership (subject to separate fee)

Warranties; Limitation of Liability; Indemnification

Vendor warrants that the services will be performed in a professional manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO VENDOR UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

Client shall indemnify, defend and hold Vendor harmless from and against any claims, losses or liabilities arising from Client-supplied content, including alleged infringement of third-party intellectual property rights, except to the extent caused by Vendor's willful misconduct.

Delivery; Acceptance

Vendor will deliver the final files by the delivery method and within the timeframe set forth in the Scope of Work. Client shall have ten (10) business days following delivery to review and either accept the deliverables or provide written notice of defects. If Client fails to timely provide notice, the deliverables shall be deemed accepted.

Client approves final proofs prior to any print production: Acknowledged

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in the chosen jurisdiction unless the parties mutually agree otherwise in writing.

Entire Agreement

This Agreement, including any attached exhibits or written addenda signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate in writing.

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