Project Release Agreement

PROJECT RELEASE AGREEMENT

This Project Release Agreement ("Agreement") is entered into by and between the parties identified below as of the Effective Date set forth herein.

Parties and Project Identification

Client Name:

Contractor Name:

Effective Date:

Recitals

WHEREAS, Client desires to engage Contractor to perform the services and deliver the deliverables described in this Agreement; and

WHEREAS, Contractor is willing to perform such services and to assign or release certain rights in the deliverables to Client upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the terms of ownership, payment, confidentiality, release, and related obligations governing the Project.

Scope of Work

Ownership, Release and License

Ownership of the final deliverables created by Contractor specifically under this Agreement shall, upon full payment by Client, be assigned to Client. Contractor hereby irrevocably assigns, transfers and conveys to Client all right, title and interest in and to the deliverables, including all intellectual property rights, and waives any moral rights or similar rights to the extent permitted by law.

Contractor represents and warrants that the deliverables are original to Contractor and do not infringe the intellectual property rights of any third party. To the extent any deliverable incorporates pre-existing materials of Contractor, Contractor grants Client a perpetual, worldwide, royalty-free, sublicensable license to such pre-existing materials as incorporated into the deliverables.

Work Made For Hire: Contractor and Client agree that to the extent permitted by law, the deliverables shall be considered "work made for hire" and otherwise shall be assigned to Client as set forth above.

Payment Terms

Total Compensation: $

Late Payment: If any payment due hereunder is not received within days of the due date, Client shall pay interest on the overdue amount at a rate of or the maximum rate permitted by law, whichever is lower.

Term and Termination

This Agreement shall commence on the Effective Date set forth above and shall continue until completion and final delivery of the deliverables, unless earlier terminated as provided herein. Estimated Project Start:

Estimated Completion:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after written notice. Either party may also terminate for convenience upon days prior written notice to the other party. Upon termination, Client shall pay Contractor for work performed through the effective date of termination.

Confidentiality

Each party agrees that all non-public information disclosed by the other party that is clearly marked as confidential or that a reasonable person would understand to be confidential shall be used solely for performance under this Agreement and shall not be disclosed to third parties except as required by law. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

Representations, Indemnification and Limitation

Contractor represents and warrants that it has the full right and authority to enter into this Agreement and to assign the rights granted herein, that the deliverables will not infringe third party rights, and that the deliverables will materially conform to the scope of work.

Indemnification: Contractor shall indemnify, defend and hold harmless Client from and against any loss, liability or expense (including reasonable attorneys' fees) arising out of a breach of the foregoing representation or any claim that the deliverables infringe the intellectual property rights of a third party. Client shall indemnify Contractor for liabilities arising from Client's misuse of the deliverables or modifications made by parties other than Contractor.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the amounts paid by Client to Contractor under this Agreement.

Governing Law; Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction identified below without regard to its conflict of law rules.

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment shall be effective except by a written instrument signed by both parties.

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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.

Notices: Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

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