Scientific Visual Template

Scientific Visual Template

Agreement Date:

Recitals

WHEREAS, Client, , wishes to obtain scientific visualizations, figures, and related graphical assets described herein; and

WHEREAS, Contractor, , represents that it has the skill, personnel, and resources to prepare such scientific visuals in a professional manner consistent with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Payment Terms

Total Fee (USD):

Late Fee / Interest: . Late payments shall accrue interest at the stated rate or the maximum rate permitted by law, whichever is less.

Invoicing: Contractor shall submit written invoices in reasonable detail for completed milestones. Client shall pay undisputed invoices within days of receipt.

Client will reimburse reasonable, pre-approved out-of-pocket expenses documented by receipts.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach that remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Contractor shall deliver to Client all completed and in-progress deliverables and Client shall pay Contractor for services performed and expenses incurred through the effective date of termination in accordance with the Payment Terms.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly available through no wrongful act of the receiving party; (b) was known to the receiving party prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Confidentiality Term (years): . Upon written request or termination, receiving party shall return or destroy confidential materials as directed by disclosing party, except that one archival copy may be retained solely for compliance and recordkeeping.

Intellectual Property and License

Ownership of Works: Unless otherwise agreed in writing, Contractor shall retain copyright in underlying software, tools, raw data transformations, and pre-existing materials, and Contractor hereby grants Client a license or assigns rights as set forth below.

Assignment: Contractor assigns to Client all right, title, and interest in the final deliverable files produced specifically for Client, subject to full payment.
Non-exclusive license: Contractor grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use final deliverables for research, publication, presentation, and internal purposes.

Moral rights: To the extent permitted by applicable law, Contractor waives moral rights in deliverables; where waiver is not permitted, Contractor agrees not to assert such rights.

Warranties; Liability

Contractor warrants that deliverables will materially conform to the agreed Scope of Work at time of delivery. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" AND CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Except for willful misconduct or gross negligence, each party's aggregate liability arising from or relating to this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall seek to resolve disputes in good faith by negotiation prior to commencing litigation.

Entire Agreement; Amendments

This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous oral or written agreements. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Acceptance

Client shall have days following delivery to inspect deliverables and provide written acceptance or detailed rejection. If Client does not provide timely notice, deliverables shall be deemed accepted.

Miscellaneous

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to any other address designated by a party in writing. Headings are for convenience only and do not affect interpretation.

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