DRAFT — FOR LAWYER REVIEW — NOT FOR LIVE USE

6. DRAFT — FOR LAWYER REVIEW — NOT FOR LIVE USE

3D Partner Role Schedule

Version: 0.1-draft
Effective Date: [PLACEHOLDER]

This 3D Partner Role Schedule (the “3D Partner Schedule”) supplements the Master Platform Agreement and applies when the Organisation activates or uses the 3D Partner role. It is intended to consolidate and supersede the prior fragmented 3D partner legal documents referenced in the legal mission. fileciteturn8file14

6.1 3D Partner Role

1. A 3D Partner may create, convert, optimise, texture, stage, QA, deliver, and revise 3D assets, CAD derivatives, renders, technical packs, or related deliverables for use on or in connection with the Platform.
2. A 3D Partner may provide services to Brands, Vendors, or FutureProof through briefs, SOWs, or project orders.

6.2 Organisation-Level Staffing

1. The 3D Partner may assign employees and approved contractors to projects, provided it remains fully responsible for their acts and omissions.
2. The 3D Partner shall ensure all personnel with access to source files, technical drawings, confidential project data, or unreleased product information are bound by written confidentiality and IP obligations no less protective than this Schedule.
3. Subcontracting of material production work requires prior disclosure to the commissioning party and may be prohibited in a project SOW.

6.3 Project Initiation

1. Each project should identify:
   1. commissioning party;
   2. deliverables;
   3. source materials;
   4. technical standards;
   5. file formats;
   6. timeline;
   7. revision scope;
   8. acceptance criteria;
   9. fees and currency.
2. If a project order is silent, the default standards in this Schedule apply.

6.4 Delivery and Approval Process

1. The 3D Partner shall deliver draft and final assets through the Platform or another approved delivery channel identified in the project order.
2. Unless otherwise stated in a project order:
   1. the commissioning party has 10 business days after delivery to review and either:
      • accept the deliverable,
      • reject it with reasonably detailed deficiency notes,
      • or request revisions within the agreed revision scope;
   2. if no response is received within that period, the deliverable is deemed accepted for purposes of payment and project closure, except for latent defects not reasonably discoverable on review.
3. The 3D Partner shall complete included revisions within a commercially reasonable time and in any event within [PLACEHOLDER] business days after receiving complete feedback.

6.5 Dispute Response Timeline

1. If a commissioning party disputes a deliverable, it must notify the 3D Partner and FutureProof within the review period described above.
2. The 3D Partner shall provide a written response within 5 business days.
3. The parties shall attempt to resolve the dispute within 10 business days after the response.
4. If unresolved, FutureProof may apply the dispute workflow, hold or adjust payment, or require escalation under the governing project terms.
5. These timelines are intended to replace vague dispute language in prior 3D documents.

6.6 Fees and Currency

1. Fees for 3D Partner work shall be as set out in the Fee Schedule and any project order.
2. Projects may be priced in CAD or USD as stated in the project order.
3. Unless expressly stated otherwise, all project fees exclude applicable Taxes.
4. FutureProof may deduct platform fees, processor fees, chargebacks, reserves, or authorised offsets from payouts to the 3D Partner.

6.7 Intellectual Property

1. Default IP treatment for commissioned deliverables is [PLACEHOLDER counsel-confirmed structure]:
   1. Option A: full assignment of final commissioned deliverables on full payment;
   2. Option B: assignment of final marketplace-ready assets only, with tools, workflows, templates, and background IP retained by the 3D Partner;
   3. Option C: exclusive or non-exclusive licence structure.
2. Regardless of the chosen structure, the 3D Partner retains ownership of:
   1. its pre-existing tools, workflows, scripts, know-how, libraries, and general methods;
   2. any generic, non-project-specific templates unless expressly assigned.
3. The commissioning party receives, at minimum, the rights expressly set out in the project order and any rights needed for on-platform display and transaction support.
4. Any transfer of source files, editable scene files, or production assets shall be governed by the project order and is not assumed unless expressly stated.

6.8 Moral Rights Waiver

To the extent permitted by law and only for deliverables that are assigned or intended for unrestricted commercial platform use, the 3D Partner shall procure from relevant individual creators a waiver of moral rights in favour of the commissioning party and FutureProof, in form reasonably satisfactory to counsel. This waiver does not extend to the 3D Partner’s background IP except as required for the licensed use of a deliverable.

6.9 Confidentiality and Source Files

1. All source files, CAD drawings, technical packs, prototypes, and unreleased product information received by the 3D Partner are Confidential Information.
2. The 3D Partner shall:
   1. restrict access on a need-to-know basis;
   2. use commercially reasonable technical and organisational safeguards;
   3. not use source files or confidential project materials to train public AI models or third-party datasets without express written consent;
   4. not reuse project-specific source materials for unrelated third parties.
3. On project completion or termination, the 3D Partner shall return or destroy confidential source materials on request, subject to legal retention and archive-backup limitations.

6.10 Standards and Quality

1. The 3D Partner shall perform services in a professional and workmanlike manner consistent with reasonably applicable industry standards and any Platform technical standards.
2. The 3D Partner shall ensure deliverables are free from malicious code and materially conform to the agreed format and technical specifications.
3. The 3D Partner does not warrant that a deliverable will perfectly match all real-world tolerances, manufacturing changes, or colour outputs unless expressly stated in the project order.

6.11 Commissioning Party Responsibilities

The commissioning party shall:

1. provide accurate source materials and instructions;
2. provide timely feedback and approvals;
3. secure rights in materials provided to the 3D Partner;
4. not misuse preview files or unpaid deliverables beyond evaluation.

6.12 Payment Holds and Project Closure

1. FutureProof may hold funds pending acceptance, dispute resolution, refund risk, or chargeback exposure.
2. On acceptance or deemed acceptance, payment may be released in accordance with the Fee Schedule, payment-processor rules, and any applicable reserves.
3. Unpaid deliverables remain subject to the rights allocation stated in the project order and no broader rights pass until the required payment event occurs.

6.13 Liability Clarifications

1. The 3D Partner is not responsible for inaccuracies caused by incomplete or incorrect source materials supplied by the commissioning party.
2. Unless expressly stated in a project order, deliverables are prepared for marketplace visualisation and related digital use, not as engineering, architectural, load-bearing, manufacturing-certification, or code-compliance advice.
3. Any CAD-origin, measurement, or tolerancing reliance shall be governed by the project order and any professional-services carve-outs approved by counsel.

6.14 Termination of Projects

1. Either party may terminate an individual 3D project for uncured material breach on 10 business days notice.
2. A commissioning party may terminate for convenience on written notice, in which case the 3D Partner is entitled to fees for work performed to the termination date and any agreed non-cancellable expenses.
3. On project termination, the parties shall cooperate on orderly handoff, payment reconciliation, and treatment of confidential materials.

6.15 Operationalization Notes

Build requirements:

• project brief / SOW object
• delivery and acceptance timer
• revision-count tracker
• dispute timer with 5/10 day milestones
• source-file access controls
• IP-transfer selection per project
• currency flag per project