CREATIVE ASSET AGREEMENT

This creative asset Contract ("Agreement") is executed on the . . . . . . . . . . . . . . . . . . by and

between the Commissioner and the Asset Creator.
Description of the Services
The asset creator will design a graphics package (“the Graphics”) for the Owner by timely
providing the design services as purchased (“the Services”) in a professional and timely manner.
All design and documentation shall comply with standards currently employed by the Owner.
The parties may at any time modify the scope of the Services by including desired changes in a
written “change order” that explains the changes and the adjustment to the payment for the
Services that will result from such changes. Such change order shall become effective when
signed and dated by both parties.
Project
The Client hires the Designer to create various designs that the Client shall describe and whereas
the Designer shall assist in creating. 
Schedule
The Designer will commence on {date Start} and shall continue until the project has been
completed.
Intellectual Property Rights
The Creative Asset Designer represents and warrants that it has the unencumbered right and
power to enter into and perform this Agreement and that the Designer is not aware of any claims
or basis for claims of infringement of any patent, trademark, copyright, trade secret, or
contractual or other proprietary rights of third parties in or to any designs or materials included
by the Designer in the Services or trade names related to the Services. In the event of any claim,
charge, suit or proceeding by any third party against the Client alleging such infringement, the
Designer shall defend such claim, charge, suite or proceeding. The Designer shall indemnify and
hold the Client harmless from and against any loss, cost, damage or expense (including attorney
fees and legal expenses) incurred by the Client that may result by reason of any such claim,
charge, suit or proceeding. The Client shall have the right, if it so desires, to be represented in
any such claim, charge, suit or proceeding by counsel. If any of the designs or materials included
by the Designer in the Services becomes the subject of an infringement suit, the Client may
terminate this Agreement and shall be entitled to a refund of any payments made to the Designer
under this Agreement. This indemnity shall not apply to materials provided by the Client as
contemplated by the following paragraph.
Protection and Proper Use of Creative Assets
All Creative assets must be protected and ensured their efficient use. Theft, carelessness, and
waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or

1|Page
theft must be immediately reported for investigation. Generally, Company assets should not be
used for non-Company business.
The obligation of employees to protect the Company’s assets includes the protection of the
Company’s proprietary information. Proprietary information includes intellectual property such
as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service
plans, engineering and manufacturing ideas, designs, databases, records, salary information and
any unpublished financial data and reports. Unauthorized use or distribution of this information
violates Company policy. It could also be illegal and result in civil or even criminal penalties.
Reimbursement
Reimbursements shall be made by Commissioner to asset creator in the event that Designer pays
for necessary expenses incidental to the duties and responsibilities of Designer up
to {reimbursable Amount}. Any other necessary expenses greater than the said amount shall
require the consent and approval of the Client.
Grant of Rights
Designer agrees to the perpetual license of the right to display and transmit Work to Client,
excluding the right to authorship credit, modification, and resell, which is retained by Designer.
Designer agrees that Work is produced with the intent it be unique and will not seek to resell or
publish Work.
Ownership and copyright
The rights to any and all designs created by the Designer as commissioned by the Client shall be
owned by the Client, including drafts, patent, licenses, intellectual property, raw files and
images, sources, mockups, final product output. The asset creator may use the product output for
his/her gallery to showcase his product outputs, but in no case may he/she sell, lease, or claim
ownership over the product output. Any other activity other than what has been specified shall
require written consent by the Client.
Representation
Designer promises that the work shall be his own and not a product by any third party that will
infringe on the copyright or intellectual property right of said party. Designer shall not delegate
his/her task to any other party without the approval and consent by Client in writing.
Promotion
The Designer will not use the names, trademarks, service marks, symbols or any abbreviations of
the Client, without the prior written consent of the Client.
Confidentiality
Any information that the party may acquire through the effectivity of this agreement shall be
recognized as Confidential Information. The party holding the confidential information shall
keep confidential, the confidential information and shall exercise the same degree of care

2|Page
required by law. No party is allowed to sell, release, share, or otherwise disclose to any party any
confidential information without the consent of the other.
Disclaimer of Warranties
Except as expressly set form in this agreement, the parties hereby specifically disclaim any
representations or warranties, express or implied, regarding the services, including any implied
warranty of merchantability or fitness for a particular purpose or implied warranties arising from
course of dealing or course of performance.
Limited liability
Neither party is considered to have committed a breach of this agreement which would have not
been reasonably foreseen when entered into this Contract.
Termination on Default
If a party defaults by failing to substantially perform any provision, term or condition of this
Agreement (including without limitation the failure to make a monetary payment when due), the
other party may terminate this Agreement by providing written notice to the defaulting party.
The notice shall describe with sufficient detail the nature of the default. The party in default shall
have 14 business days from the effective date of such notice to cure the defaults. Unless waived
by the party providing the notice, the failure to cure the defaults within such time period shall
result in the automatic termination of this Agreement.
Governing law
This Contract shall be construed to be governed by the laws of the state, without regard to
conflict of law principles of that state.
Severability
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining
portions of this Agreement shall remain in full force and effect and construed so as to best
effectuate the original intent and purpose of this Agreement.
Entire contract
This Contract represents the complete understanding of the duties and responsibilities of the
parties hereto. Any other contract created relative to this subject and of the same parties is
superseded by this Contract.
Acceptance of terms
The action of the sending and receipt of this agreement via electronic method will hold both
parties in acceptance of these terms. Asset creator as sender and Client as recipient will
acknowledge acceptance of these terms either through an e-mail noting acceptance or acceptance
is acknowledged at the beginning of any work on said project. Electronic signatures shall be
considered legal and binding.

3|Page
Signatories
This Agreement shall be entered into by Client or commissioner and creative asset creator. This
Agreement is effective as of the date of purchase.

Creative asset creator Commissioner/client

.................. ..................

4|Page