Agreement, entered unto as of this (FILL IN) day of (FILL IN), (FILL IN), between April Sadowski (hereafter referred to as the “Designer”), and (FILL IN) (hereinafter referred to as the “Client”.
Whereas, the Designer will develop certain valuable information, concepts, ideas, copy, or designs, which the Designer deems confidential (hereinafter referred to as the “Information); and Whereas, the Client is in the business of using such Information for its projects and wishes to review the Information; and Whereas the Designer wishes to disclose this Information to the recipient in review only until a formal contract has been established and whereas the Client will pay for the design time of Information ($150/hr), if the project fails to initialize any further.
Now therefore, in consideration of the above mentioned, the parties hereto agree as follows. Agreement, entered unto as of this (FILL IN) day of (FILL IN) , 2009, between April Sadowski (hereafter referred to as the “Designer”), and (FILL IN) (hereinafter referred to as the “Client”. Disclosure: Designer shall disclose to the Client the Information, which concerns (FILL IN).
Purpose: Client agrees that this disclose is only for the purpose of the Client’s evaluation to determine its interest in the commercial exploitation of the Information and to protect the Designer financially and legally in the event the project ceases to continue and there is no contract in place.
Limitations on Use: Client agrees not to manufacture, sell, reproduce, publish, deal in, or otherwise use or appropriate the disclosed Information in any way whatsoever, including but not limited to adaptation, imitations, redesign, or modification. Nothing contained in this Agreement shall be deemed to give Client any rights whatsoever in and to the Information unless contractualized, and paid for as listed in the terms of a project contract. Designer may resell any and all Information that does not infringe on the Client’s own branding or Client provided materials*.
Confidentiality: Client understands and agrees that the unauthorized disclosure of the Information by the Client to others would irreparably damage the Designer. As consideration and in return for the disclosure of this Information, the Client shall keep secret and hold in confidence all such Information and treat the Information as if it were the Clients’s own property buy not disclosing it to any person or entity. In due respect, any materials provided by the client are assumed confidential.
*Client agrees that the materials submitted to Aibrean’s Studio (“Client Art”) for use in additional design work do not infringe on the intellectual property rights, including copyright and trademark rights, of any third party. Client agrees to indemnify Aibrean’s Studio, and hold it harmless as to any claims, damages, losses and expenses, including attorney’s fees, arising out of or resulting from claims that the Client Art infringes on the intellectual property rights of third parties.
Payment: The client has ten (10) business days to decide on continuing forth on the project (and thus forming a Contract). If no decision is made, or the client decides to not pursue futher, the designer shall bill the client at the rate set forth above. As stated, the client will receive no files and no rights.
Contracts: If, on the basis of the evaluation of the Information, Client wishes to pursue the exploitation thereof, Client agrees to enter into negotiations to arrive at a mutually satisfying project contract (agreement) for these purposes and the design time rate will be adjusted accordingly to lower and standard rates. Until and unless such an agreement is entered into, this nondisclosure Agreement shall remain in force.
Miscellany: This Agreement shall be binding upon and shall insure to the benefit of the parties and their respective legal representatives, successors, and assigns. Should the Client not compensate for services, the Designer is authorized to summon legal action to acquire payment according to the laws of the State of Ohio. The parties hereby consent to the exclusive jurisdiction of the courts of Xenia, Ohio. The Client assumes all responsibility for fees resulting in the neglect of payment, including but not limited to: lawyer fees, court costs, postage fees, and bounced check fees.