[Project Title]

Duties & Responsibilities

The Collaborative undertakes to perform the scope of services described in above and attached hereto and to furnish all supervisory, professional and personnel, services, equipment and supplies necessary to perform all the Services and do all things necessary for the proper completion of the Services in accordance with this Agreement. In carrying out its responsibilities under and pursuant to the terms of this Agreement, including the management and administration of personnel and third parties, The Collaborative shall use judgment and skill consistent with the standards of its profession and the interests of Client.

Indemnification

The Collaborative will have no liability to Client, its subsidiaries or any third party for any claims arising from Client's or its subsidiaries' or associated personnel's or other consultants' or advisors' actions. Moreover, Client and its subsidiaries and affiliates agree to defend, indemnify and hold The Collaborative harmless for any third party liability arising out of Client's and/or its subsidiaries or affiliates', its associated personnel's or other consultant's or advisor's or Owner's conduct. The Collaborative is responsible for its conduct and will comply with all applicable laws. The Collaborative should only be liable for its own acts. In the event The Collaborative is named in an action or proceeding wherein its interests are aligned with those of the Client, Client should defend and indemnify the Consultant in any such action or proceeding. To the fullest extent permitted by law, neither party shall be liable to the other for any consequential, indirect, or special damages they incur resulting from the performance of this Agreement.

The Collaborative serves in an advisory capacity and cannot undertake to verify all the facts supplied by Client. Because of this, Client agrees to indemnify, defend and hold The Collaborative harmless from and against all liabilities, losses, damages or expenses, including reasonable attorneys' fees and costs, which The Collaborative may incur as the result of any claim, suit or proceeding brought or threatened arising out of the use of Client's products or any assertions we may make on behalf of Client, including assertions about the Client's company, products, or about Client competitors and any of their products or services, in any materials The Collaborative may prepare for Client.

Likewise, The Collaborative will indemnify, defend and hold Client harmless against all liabilities, losses, damages or expenses, including reasonable attorneys' fees and costs, which Client or such other party may incur as the result of any claim, suit or proceeding brought or threatened against Client (i) based on any negligent or willful action or omission or breach of this Agreement on the part of The Collaborative or its agents, subcontractors or employees, or (ii) in respect to any advertising materials prepared by The Collaborative for Client which gives rise to any claim pertaining to libel, slander, defamation, patent infringement, copyright infringement, trademark infringement, trade dress infringement, right of publicity, trade secrets, invasion of privacy, piracy and/or plagiarism, except to the extent that such claims arise directly and exclusively from materials approved by the Client, actions by Client or information or materials provided exclusively by Client.

Other than with respect to litigation or other proceedings that are the subject of The Collaborative's indemnification of Client, in the event The Collaborative is called upon to respond to or assist Client in connection with litigation commenced or threatened against Client by third parties (for example, in complying with a document subpoena), The Collaborative will be entitled to staff time charges and reimbursement of out-of-pocket expenses for services rendered to Client, or time spent by The Collaborative in connection with such matters.

After The Collaborative has issued, with Client's approval, material to the press or to another third party, its use is no longer under the control of The Collaborative. The Collaborative cannot assure or be responsible for the use of materials by any media, nor that any information published will accurately convey the information provided by The Collaborative.

Confidentiality

Both Client and The Collaborative agree to keep confidential and not to disclose or use for its own benefit or for the benefit of any third party (except as may be required for the performance of services under this Agreement or as may be required by law), any information, documents or materials which are identified by a party, at the time that they are made available, to be proprietary or confidential. The confidentiality obligations in the preceding sentence, however, shall not extend to any information, documents, or materials that (a) become publicly available without breach of this provision, (b) are received from a third party without restriction, or (c) are independently developed without reference to information received hereunder from the other party, and provided further that such obligations shall expire upon the second anniversary of the effective date of termination or completion of services of this Agreement.

Retention of Materials

Confidential materials provided to The Collaborative shall be maintained for a period no longer than two years following the termination or completion of services of this Agreement and, thereafter, either returned to Client or discarded, as Client directs in writing at the end of the business relationship. If Client prefers The Collaborative to adopt a different practice regarding the retention of confidential materials or, for that matter any materials that are provided to The Collaborative to perform services under this Agreement, the Client must notify The Collaborative in writing.

The Collaborative shall take reasonable care of any products, specifications, photographs, drawings, documents or other materials provided by Client, and shall use no less a degree of care than The Collaborative takes with its own products, specifications, photographs, drawings, documents or other materials. Upon termination of this Agreement and upon request, The Collaborative shall promptly transfer to Client all property and materials previously paid for by Client and all approved contracts and reservations for time, space, talent and other adjuncts entered into by The Collaborative on the behalf of Client, which Client hereby agrees to accept.

Ownership of Work

The Collaborative acknowledges and agrees that all listed and defined deliverables, not limited to photography, technology, copy, code, work product, manuals, film, signage, slogans, plans, advertising or promotional materials, and all other materials (collectively referred to as "Materials") generated by or for The Collaborative in the performance of this Agreement shall be deemed "works for hire" under the United States Copyright Act and shall be the sole and exclusive property of Client, subject to any third party rights, restrictions or obligations, with the exception of any works which have been created by or for The Collaborative prior to or separate from the performance of services covered in this Agreement, even if such work is included in a defined deliverable, including, but not limited to proprietary information/services, strategies, media lists, processes, intellectual property, forms, templates, processes, methodologies, code, technology, works, and work product (collectively, "Agency IP"). Client agrees that The Collaborative retains ownership of all Agency IP, however for such exceptions, Client shall have a perpetual, transferable, and royalty-free license to use any integrated Agency IP for their business. Any other integrated third party IP of any type (such as open-source code, stock photography, etc.) shall be licensed per the terms as defined by such third party and made known to the Client.

Approval of Materials

With the reasonable exception of approved social media and digital media campaigns, all Materials will be submitted by The Collaborative to Client in the form of a draft prior to the launch of products and/or publishing of final delivery. Client reserves the right, in its best interests, to modify, reject, cancel or stop any and all plans, schedules, or work in process, and in such event The Collaborative shall immediately take proper steps to carry out instructions by Client. The Collaborative reserves the right to enforce any agreed upon Client payment obligations, regardless of any Client decisions or changes after start of work.

Termination

Except as provided below, this Agreement shall continue until completion of all services specified within its scope of services have been performed. Those terms of this Agreement that expressly survive this Agreement shall be enforceable beyond the term of this Agreement.

Client may terminate this Agreement as follows: Upon written Notice, if The Collaborative files for bankruptcy protection or if all or any part of its property is put under receivership; Upon written Notice, if services are lawfully interrupted pursuant to an ordinance originating with a court or public authority having jurisdiction terminates its contact with Client; Upon written Notice, if The Collaborative fails to cure a default in respect of any of its obligations hereunder within ninety (90) business days following receipt of a written Notice from Client specifying the nature of such default or defaults; In addition, Client may, at its option, terminate this Agreement for convenience by giving The Collaborative sixty (60) business days' prior written Notice of its intention to terminate, without being required to justify such decision. The Collaborative's remedy for termination for convenience is limited to payment for all services properly performed prior to termination, together with any related direct costs, costs of contractual obligations specific to the Client, or costs of time allocated for the Client for up to sixty (60) days from such notice, resulting from such termination. Such remedy shall not exceed the Total Cost Estimate of this Agreement.

Dispute Resolution

The Collaborative hopes and expects that the Client relationship will be mutually beneficial and cooperative. However, in the unlikely event that a dispute arises between The Collaborative and Client, it shall be submitted to mediation. A competent impartial third-party, acceptable to both parties, shall be appointed to mediate, and each disputing party shall pay an equal amount of the mediator's fees and expenses. If the matter is unresolved 90 days after the mediator's first meeting with the involved parties, then it shall be submitted to binding arbitration under the auspices of the American Arbitration Association. Any such mediation or arbitration shall take place in Los Angeles, California, unless otherwise mutually agreed by all parties. In the event that arbitration is necessary, the prevailing party shall have its costs associated with the arbitration, including its reasonable attorneys' fees, paid by the other party.

Limited Liability

The liability of The Collaborative to the Client arising out of the performance or non-performance of provided services, whether under the law of contract tort or otherwise shall be limited to the cost of rectifying the works which are the subject of the Agreement. The maximum liability of The Collaborative to the Client arising out of the performance or non-performance of provided services, whether under the law of contract, tort or otherwise, shall be limited to the total cost of services paid to The Collaborative as listed in this Agreement, excluding the Start Retainer amount and Client approved third party spend. The Collaborative shall be deemed to have been discharged from all liability in respect of provided services, whether under the law of contract, tort or otherwise, at the expiration of the period of six months from the completion of the Services, and the Client (and persons claiming through or under the Client) shall not be entitled to commence any action or claim whatsoever against The Collaborative (or any employee or agent contracted or related to The Collaborative) in respect of the services after that date. The Collaborative does not give any warranty nor accept any liability in relation to the performance or non-performance of the services except to the extent, if any, required by law or specifically provided for in this Agreement. If apart from this clause any warranty would be implied whether by law, custom or otherwise, that warranty is to the full extent permitted by law hereby excluded. Nothing herein, contained shall be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying the application in relation to the supply of any goods or services pursuant to this Agreement of all or any relevant State Act or Ordinance which by law cannot be excluded, restricted or modified. The Collaborative shall not be held liable for any issue related to the Client own actions and use of the product and services rendered.

General Terms

Nothing contained in this Agreement shall create any partnership or joint venture between the parties and The Collaborative shall not be deemed to be employed by Client. With prior approval by Client, The Collaborative may act as an agent for Client when purchasing materials or services on its behalf, and Client agrees that all orders placed and contracts entered into by The Collaborative on the behalf of Client in such manner shall be considered binding to the Client. Client acknowledges that The Collaborative may from time to time use consultants and/or subcontractors in the performance of services. This Agreement may not be assigned by either party without the prior written consent of the other, and any such purported assignment shall be void. The waiver by either party of any breach of any provision of this Agreement has to be in writing and shall not operate or be construed as a waiver of any subsequent breach of that same or any other provision. Should any part, term or provision of this Agreement be determined by a court of competent jurisdiction to be unlawful and of no effect, the validity and enforceability of the remaining portions or provisions shall not be affected thereby. Client and The Collaborative acknowledge that it respectively has had the opportunity to consult counsel of its own choosing; that it fully understands the facts and has been fully informed as to its legal rights and obligations; and that having had such advice, and with such knowledge, it is signing this agreement freely and voluntarily. The Collaborative agrees to comply with all laws and regulations applicable to the performance of its services. This Agreement contains the entire agreement of the parties with respect to the subject matter and shall supersede all previous agreements or understandings with respect to the subject matter hereof. It may not be changed orally, but only by an agreement in writing, signed by both parties hereto.

Governing Law

This Agreement shall be governed by the laws of the State of California, excluding its conflicts of law provisions. Venue and jurisdiction of any legal dispute hereunder, that are not otherwise resolved pursuant to the Dispute Resolution provisions of this Agreement, shall be the competent court of jurisdiction in the State of California.