Professional Creative Contract

PROFESSIONAL CREATIVE CONTRACT

This Professional Creative Contract (the "Agreement") is made and entered into as of by and between Client Name: (hereinafter "Client"), and Creative Name: (hereinafter "Creative"). Client and Creative are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client desires to engage Creative to perform certain creative professional services in connection with the project described herein; and

WHEREAS, Creative has represented that Creative possesses the necessary expertise, personnel, and equipment to render such services and is willing to perform those services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth herein the terms and conditions under which Creative will provide the services and deliverables to Client.

NOW, THEREFORE

In consideration of the mutual covenants, promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

"Services" means the creative services, including but not limited to concept development, design, production, and post-production, to be performed by Creative as described in Section 2. "Deliverables" means the tangible and intangible works delivered to Client pursuant to this Agreement, as more fully described in Section 3.

2. SCOPE OF SERVICES

Creative shall perform the Services described below in a professional and workmanlike manner consistent with industry standards. The specific scope, milestones, and acceptance criteria are as follows.

3. DELIVERABLES AND ACCEPTANCE

Client shall have a period of calendar days following receipt of each Deliverable to provide written notice of rejection for material nonconformance. Absent timely written rejection, the Deliverable shall be deemed accepted.

4. COMPENSATION AND PAYMENT

As full consideration for the Services and Deliverables, Client shall pay Creative the fees set forth below in accordance with the payment schedule.

All payments are due within days of invoice. Late payments shall accrue interest at a rate of , or the maximum permitted by law, whichever is less.

5. EXPENSES

Client shall reimburse Creative for reasonable, preapproved out-of-pocket expenses directly incurred in connection with the performance of the Services. Reimbursable expenses require prior written approval and shall be documented with receipts.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing below, Creative grants Client a non-exclusive, worldwide license to use the Deliverables for the purposes described in this Agreement, subject to full payment of all fees. The Parties may elect assignment of copyright where expressly set forth in the applicable Deliverable schedule.

Creative retains copyright and grants Client a license limited to the uses set forth in this Agreement.
Upon full payment, Creative assigns to Client all rights, title and interest in the Deliverables (subject to Creative's moral rights as required by law).

7. CONFIDENTIALITY

Each Party shall hold in confidence and not disclose to any third party any confidential information received from the other Party in connection with this Agreement, except to the extent disclosure is required by law. Confidential information does not include information that is or becomes public through no fault of the receiving Party.

8. REPRESENTATIONS, WARRANTIES, AND COVENANTS

Creative represents and warrants that: (a) Creative has the full right and authority to enter into this Agreement and to grant the rights granted herein; (b) the Deliverables will be original to Creative and will not infringe the intellectual property rights of any third party; and (c) the Services will be performed in a professional manner consistent with industry standards. Client represents and warrants that it has authority to authorize use of any materials provided to Creative and that such use will not infringe third-party rights.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of its representations, warranties, or covenants under this Agreement, or from the negligence or willful misconduct of the indemnifying Party.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF INTELLECTUAL PROPERTY OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO CREATIVE UNDER THIS AGREEMENT.

11. TERM AND TERMINATION

This Agreement commences on the Effective Date and shall continue until completion of the Services unless earlier terminated as provided herein. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Creative for all Services performed and approved expenses incurred through the effective date of termination.

12. INDEPENDENT CONTRACTOR

Creative is an independent contractor and not an employee, partner, or agent of Client. Creative shall be solely responsible for all taxes and withholdings arising from payments made to Creative, and Creative shall maintain any insurance required for its performance.

13. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given when delivered personally, by national overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice.

14. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS PROVISIONS

If either Party is prevented from performing under this Agreement because of causes beyond its reasonable control, performance shall be suspended for the duration of such force majeure event. The headings in this Agreement are for convenience only and shall not affect interpretation.

EXECUTION

The Parties have executed this Agreement as of the Effective Date set forth above.

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