Showcase Project Assignment

SHOWCASE PROJECT ASSIGNMENT

This Showcase Project Assignment (the Agreement) is entered into as of by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client has engaged Contractor to perform services and create deliverables described herein related to the project titled ; and

WHEREAS, Contractor desires to use certain final deliverables created under this Agreement as part of Contractor's professional portfolio, promotional materials, and public showcases, subject to the limitations and approval rights set forth below; and

WHEREAS, the parties desire to set forth the terms governing the creation, ownership, use, and display of such deliverables.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Contractor the total amount of in accordance with the following schedule:

Any undisputed invoice not paid within days after the invoice date shall accrue a late fee equal to percent per month on the outstanding balance, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue until the Completion Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Either party may terminate for convenience upon providing the other party with at least the foregoing notice period. Upon termination, Client shall pay Contractor for all work performed and reasonable close-out costs to the date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, including business information, trade secrets, technical specifications, designs, and client lists. The receiving party shall (i) maintain Confidential Information in strict confidence, (ii) not disclose it to third parties except to employees or subcontractors on a need-to-know basis who are bound to confidentiality obligations at least as protective as those herein, and (iii) use Confidential Information only for performance under this Agreement. Confidentiality obligations shall survive termination for a period of months, except with respect to trade secrets, which shall be protected for as long as permitted by law.

INTELLECTUAL PROPERTY AND SHOWCASE RIGHTS

Ownership of final deliverables shall vest as follows: upon full payment of all amounts due under this Agreement, Client shall own the final deliverables to the extent created specifically for Client. Contractor assigns and transfers to Client all right, title and interest in such final deliverables to the extent transferable. Notwithstanding the foregoing, Contractor is granted a limited, non-exclusive, worldwide, royalty-free license to reproduce, display, and excerpt the final deliverables for the purpose of promoting Contractor's services, including use in portfolios, case studies, sample work, presentations, websites, and advertising, subject to the restrictions below.

Contractor's showcase use shall not disclose Confidential Information. Prior to any public use of materials that include client's branding, sensitive content, or non-public information, Contractor shall provide Client with a proposed version and obtain Client's written approval, which approval shall not be unreasonably withheld or delayed.

Contractor permitted to publicly display final deliverables in promotional materials.
Contractor permitted to display deliverables internally and in private proposals only (no public display).
Contractor must obtain Client written approval prior to any public display.

WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the right and authority to enter into this Agreement. Contractor warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any dispute shall be in a court of competent jurisdiction located within that state, unless the parties mutually agree otherwise in writing.

NOTICES

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

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