Professional Creative Services Agreement

PROFESSIONAL CREATIVE SERVICES AGREEMENT

This Professional Creative Services Agreement (the "Agreement") is made and entered into as of (the "Effective Date"), by and between Client Name: with principal address ("Client"), and Service Provider Name: with principal address ("Provider").

RECITALS

WHEREAS, Client desires to engage Provider to perform certain creative services, including but not limited to design, content creation, art direction, multimedia production, and related services;

WHEREAS, Provider has represented that it possesses the expertise, personnel, and resources necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, delivery, acceptance, ownership, and payment for the services and deliverables.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SERVICES

1.1 Scope of Services. Provider shall perform the creative services set forth in the description below (the "Services") and deliver the Deliverables described therein in accordance with the schedule and specifications provided by Client and accepted in writing by Provider. Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. COMPENSATION AND PAYMENT

2.1 Fees. Client shall pay Provider the fees set forth below for the Services. Payment obligations are independent of the receipt of Deliverables and subject to the invoicing terms set forth herein.

Flat fee   

Hourly    per hour

2.2 Invoicing and Payment Terms. Provider shall invoice Client according to the schedule above or upon delivery of milestones. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within 30 days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by law. Client shall notify Provider in writing of any disputed charges within 10 days of receipt of the invoice; the undisputed portion shall remain payable.

2.3 Taxes and Withholdings. Client is responsible for any applicable sales, use, value-added or similar taxes imposed on the Services. Provider is responsible for its own income and employment taxes.

3. CHANGES, SCOPE CREEP, AND ADDITIONAL WORK

3.1 Change Orders. Any material changes to the scope, schedule, or specifications must be documented in a written change order signed by both parties. Such change order shall include adjustments to fees and delivery dates as necessary.

3.2 Additional Work. Provider will notify Client when requested changes constitute additional work outside the agreed scope. Provider is not required to perform additional work without written authorization and an agreed adjustment to compensation.

4. INTELLECTUAL PROPERTY

4.1 Ownership of Deliverables. Except for Provider Materials (as defined below), upon full and final payment of all fees due for a Deliverable, Provider assigns to Client all right, title, and interest in the Deliverables and any copyrights therein created specifically for Client. Provider retains no ownership interest in assigned Deliverables.

4.2 Provider Materials and Preexisting Materials. Provider retains ownership of its preexisting materials, tools, templates, software, and methodologies ("Provider Materials"). To the extent Provider Materials are incorporated in a Deliverable, Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use such Provider Materials solely as incorporated in the Deliverables.

4.3 Moral Rights. Provider hereby waives and agrees not to assert any moral rights or similar rights in the Deliverables to the extent permitted by law, and agrees to execute any further documents necessary to perfect Client's ownership rights.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means non-public information disclosed by a party that is identified as confidential or that a reasonable person would understand to be confidential. Each recipient shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

5.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement, (b) is rightfully received from a third party without obligation of confidentiality, (c) is independently developed without use of the other party's Confidential Information, or (d) is required to be disclosed by law or court order provided the disclosing party is given prompt notice and the disclosure is limited to the required minimum.

6. REPRESENTATIONS, WARRANTIES, AND COVENANTS

6.1 Provider Warranties. Provider represents and warrants that (a) it has full power and authority to enter into this Agreement, (b) the Services will be performed in a professional manner consistent with industry standards, and (c) to the best of Provider's knowledge, the Deliverables will not infringe the intellectual property rights of any third party.

6.2 Client Warranties. Client represents and warrants that it has the right to provide the materials and information it supplies to Provider for use in the Deliverables and that such materials do not infringe third-party rights.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification by Provider. Provider agrees to indemnify, defend and hold harmless Client and its officers, directors and agents from and against any third-party claims arising out of Provider's breach of its representations or warranties, or Provider's gross negligence or willful misconduct in performing the Services.

7.2 Indemnification by Client. Client agrees to indemnify, defend and hold harmless Provider from and against any third-party claims arising out of Client materials, Client's breach of this Agreement, or Client's misuse of the Deliverables.

7.3 Limitation of Liability. Except for willful misconduct or gross negligence, the parties' aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the fees actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, punitive or exemplary damages.

8. TERM AND TERMINATION

8.1 Term. This Agreement commences on the Effective Date and continues until the completion of the Services unless earlier terminated in accordance with this Section.

8.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. In the event of termination for convenience, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination and deliver any unpaid, work-in-progress Deliverables to Client.

8.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

9. INDEPENDENT CONTRACTOR

Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Provider is solely responsible for withholding and paying all employment and self-employment taxes arising from compensation paid under this Agreement.

10. INSURANCE

Provider shall maintain insurance coverage appropriate to the Services performed, including general liability insurance, and shall provide certificates of insurance upon Client's request. Such coverage shall not limit Provider's obligations under this Agreement.

11. NOTICES

11.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested), or by email with confirmation of receipt where provided in writing in advance.

12. AMENDMENTS; WAIVER; COUNTERPARTS

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

12.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or of the right to enforce it in the future.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall have the same effect as original signatures.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 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.

13.2 Entire Agreement. This Agreement, together with any signed statements of work or change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

14. MISCELLANEOUS

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

14.2 Publicity. Provider may display Client's name and a brief description of the work in Provider's portfolio and marketing materials unless Client provides written notice objecting to such use prior to the Effective Date.

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