Project Management Illustration Agreement

PROJECT MANAGEMENT ILLUSTRATION AGREEMENT

Project Identification

Effective Date:

Scope of Work

Service Provider shall perform illustration and project management services as described below. Work shall include concept development, design iterations, final artwork production, asset delivery in agreed formats, and project coordination necessary to meet milestones and deliverables.

Deliverables and Acceptance

The parties agree the following deliverables and corresponding acceptance criteria. Acceptance is conditional upon Client's written confirmation in accordance with the acceptance procedure below.

Planned Delivery Date:

Planned Delivery Date:

Acceptance Procedure: Client shall have calendar days from delivery to review and either (a) provide written acceptance, or (b) provide a written list of defects or deficiencies. Failure to provide written rejection within the acceptance period shall constitute deemed acceptance.

Timeline & Milestones

Start Date:    End Date:

Milestone 1 Date:

Milestone 2 Date:

Budget & Payment

Total Project Fee:

Invoices are due within days of receipt. Late payments accrue interest at per month or the maximum permitted by law, whichever is less.

Change Order Process

Any change to scope, timeline, or price shall be effected only by written Change Order signed by authorized representatives of both parties. No verbal change shall be binding. Change Orders shall include description of change, impact on cost and schedule, and approval signature lines.

Threshold for Written Change Order: Changes exceeding require prior written approval from Client.

Confidentiality

Each party shall treat as confidential and shall not disclose to any third party any non-public information provided by the other party in connection with this Agreement. Confidential information does not include information that is or becomes publicly known through no breach of this Agreement, or that is rightfully received from a third party free of restriction.

Confidentiality Acknowledgement: I acknowledge and agree to the confidentiality obligations above.

Intellectual Property & Licensing

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of underlying methodologies and pre-existing materials. Upon full and final payment of all fees due hereunder, Service Provider assigns to Client all exclusive rights, title and interest in and to the final deliverable artwork created specifically for Client under this Agreement, including copyrights, subject to the exceptions and licenses set forth below.

License to Provider: Service Provider is granted a limited, non-exclusive license to display the delivered artwork in its portfolio and marketing materials only if Client approves such use. Portfolio Use Permission: Client permits portfolio display.

Third-Party Materials: Client warrants it has the right to permit Service Provider to incorporate any third-party materials; Service Provider will identify any third-party components and obtain Client approval for use where required.

Warranties, Indemnity, and Liability

Representations: Each party represents that it has full power and authority to enter into this Agreement and that performance will not violate any agreement with a third party.

Service Provider Warranty: Service Provider warrants that deliverables will substantially conform to the agreed specifications at time of delivery. Service Provider's sole obligation for non-conforming work shall be the prompt correction of such deficiencies at no additional cost, provided Client notifies Service Provider within the acceptance period.

Indemnity: Each party agrees to indemnify and hold harmless the other from any claim, liability or expense arising from breach of representations or the negligent or willful acts of the indemnifying party, except to the extent caused by the indemnitee's gross negligence or willful misconduct.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or a party's breach of confidentiality or intellectual property assignment obligations, neither party shall be liable for indirect, incidental, consequential, special or punitive damages, and aggregate direct damages shall not exceed the total fees paid to Service Provider under this Agreement.

Termination

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' written notice. In such event, Client shall pay Service Provider for all work performed and costs reasonably incurred up to the effective date of termination.

Termination for Material Breach: Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice specifying the breach.

Insurance

Service Provider shall maintain commercial general liability and professional liability insurance in amounts customary for similar services. Minimum coverage amounts and certificate requirements may be specified here:

Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of: . The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by the courts of the chosen jurisdiction, unless the parties agree in writing to alternative dispute resolution.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in this Agreement or such other address as either party may designate by notice to the other.

Miscellaneous

Entire Agreement: This Agreement, together with any executed Change Orders and attachments, constitutes the entire agreement between the parties and supersedes all prior understandings. Amendments must be in writing and signed by authorized representatives of both parties.

Severability: If any provision is found invalid, the remainder shall remain in full force and effect.

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