This Agreement, between Deanna Denham-Hughes (hereafter referred to as DESIGNER) and [CLIENT NAME] (hereafter referred to as Client), is for the expressed purpose of protecting and regulating all activities between the above parties, and shall remain in effect until modified or the projects and payments described within have been satisfactorily completed by both parties.
Scope of Contract and Project. The work to be completed under this contract encompasses the following:
Logo, color palette, and corresponding elements
DESIGNER will provide 3 directions for branding concept.
Once CLIENT selects a direction DESIGNER then creates 3-10 logo drafts based off selected direction.
CLIENT reviews and provides feedback, DESIGNER edits drafts.
Process of revisions is repeated 2 more times to reach final logo, color palette, other design elements.
Additional Services. Outside expenses incurred by DESIGNER, other than those listed in the agreement, will be billed to client in addition to the agreed upon fees. These expenses will be marked up 15% per industry standard. Examples of such outside expenses include: shipping, couriers, printing, photography, illustration, copywriting, pre-press, and any other expenses required to complete the project. On items other than shipping & couriers, DESIGNER agrees to get Client’s approval before beginning any additional service work and will provide binding quotes for such approvals. Terms of payment for these additional services will be stated when the quote is presented.
Travel. If travel is required to complete this project, Client agrees to pay such expenses in addition to agreed upon amounts in this contract. Such expenses will be billed, at cost, upon occurrence and Client agrees to pay such bill within 30 days upon presentation of invoice. DESIGNER agrees to get approval from Client prior to any travel.
Logo package selection:
50% deposit required before commence of project. 50% required at end of project and before working files are sent to client.
Additional Costs. The Project pricing includes DESIGNER’s fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Agreement.
Invoices. All invoices are payable within thirty ( 30 ) days of receipt. A monthly service charge of 1.5 percent (or the greatest amount allowed by state law) is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. DESIGNER reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.
Overtime. Overtime and extreme rush work provided due to client’s request will be billed in addition to the agreed upon fees.
Schedule. DESIGNER cannot be held responsible for delays in project due to factors outside of its control. This includes delays caused directly by Client, its employees, its vendors, or others acting on their behalf or in conjunction with them on this project. Such situations include delayed delivery of approvals, information, materials or samples.
Late Payments. Payments not received according to the agreed upon schedule can delay or stop work on your project seriously effecting projected schedules. DESIGNER will not be responsible for such delays.
Changes. Client shall be responsible for making additional payments for changes, requested by Client, that are different from the original Scope of Contract. However, no additional payments shall be required for changes required to conform to original Scope of Contract descriptions.
Client Responsibilities. Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:(a) coordination of any decision-making with parties other than the Designer; (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; and (c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.
Proofing. DESIGNER will take reasonable care to make sure work is correct and may, or may not, employ proofreaders in your project. No matter whether a proofreader is or is not employed, client holds final responsibility for the accuracy of all work. It is highly recommended that the Client carefully proofs all content before approving projects for release.
Confidential Information. Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
Cancellation. In the event of the cancellation of the assignment, or stage of the assignment, DESIGNER will retain ownership of all copyrights for work from the cancelled stage of work. A cancellation fee for the work completed, based on the amount of work completed, the contract price, and expenses already incurred, shall be paid by Client within 30 days of cancellation. The deposit is not refundable.
Ownership of Art and Digital Files. Upon DESIGNER’s receipt of full payment, camera-ready mechanicals, film or other physical items required for production, other than original art/illustrations, delivered to Client shall become the property of Client. The ownership of original art/illustrations, whether preliminary or final, and any materials created in the process of making the designs, shall remain the property of DESIGNER. Client shall have the rights to use original art/illustrations pursuant to a specific licensing agreement for each use occurrence. As per industry standards, computerized files will remain the property of DESIGNER. Client will be provided with digital files for usage, back-up and storage but agrees that any necessary changes to artwork will be made by DESIGNER at agreed upon rates.
Relationship Of The Parties.
Independent Contractor. DESIGNER is an independent contractor, not an employee of Client or any company affiliated with Client. DESIGNER shall provide the Services under the general direction of Client, but DESIGNER shall determine, in DESIGNER’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. DESIGNER and the work product or Deliverables prepared by DESIGNER shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
Designer Agents. DESIGNER shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, DESIGNER shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by DESIGNER, and DESIGNER shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by DESIGNER.
Reservation of Rights. Upon receipt of full payment, Client shall own all rights to final artwork provided by DESIGNER, whether mechanical or electronic. Preliminary sketches, files and artwork remain the property of DESIGNER. Any usage rights not exclusively transferred to Client are reserved by DESIGNER, including, but not limited to, all rights in copy, sketches, comps, computer programs, computer files, computer disks, or other preliminary materials created by DESIGNER, even if all other rights have been transferred, DESIGNER retains the right to use any artwork/designs for self-promotion, exhibit, and in any way that DESIGNER deems appropriate for its own advertising/marketing needs. Exceptions to DESIGNER’s right of usage can only be waived in writing.
Intellectual Property Rights. DESIGNER retains all rights for intellectual properties that it may develop during the execution of this project, unless specifically transferred to Client in writing. This includes rights to patentable designs, concepts and processes. Exceptions to DESIGNER’s intellectual property rights can only be waived in writing.
Credit Lines. DESIGNER is to receive credit lines for any editorial usage of its design work.
Releases. For all items supplied by Client (copy, photos, graphics, audio, video, etc.), Client will indemnify DESIGNER against all claims and expenses, including reasonable attorney’s fees, due to use of these items for which Client has no license, no authority, no release or for uses which exceed authority granted by a release or agreement.
Warranties And Representations.
By Client. Client represents, warrants and covenants to DESIGNER that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
By Designer (a) DESIGNER hereby represents, warrants and covenants to Client that DESIGNER will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. (b) DESIGNER further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of DESIGNER and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by DESIGNER, DESIGNER shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for DESIGNER to grant the intellectual property rights provided in this Agreement, and (iii) to the best of DESIGNER’s knowledge, the Final Art provided by DESIGNER and DESIGNER’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of DESIGNER shall be void. (c) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, DESIGNER MAKES NO WARRANTIES WHATSOEVER. DESIGNER EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
By Client. Client agrees to indemnify, save and hold harmless DESIGNER from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances DESIGNER shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) DESIGNER provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by DESIGNER in providing such assistance.
By Designer. Subject to the terms, conditions, express representations and warranties provided in this Agreement, DESIGNER agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with DESIGNER’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that (a) Client promptly notifies DESIGNER in writing of the claim; (b) DESIGNER shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide DESIGNER with the assistance, information and authority necessary to perform DESIGNER’s obligations under this section. Notwithstanding the foregoing, DESIGNER shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by DESIGNER.
Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF DESIGNER. IN NO EVENT SHALL DESIGNER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY DESIGNER, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Disputes. Client and DESIGNER agree that any disputes in excess of the maximum limit for small claims court arising out of this Agreement, or any invoices, shall be submitted to binding arbitration before a mutually agreed upon arbiter. The Arbitrator’s award shall be final and judgment may be entered upon it in any court(s) having jurisdiction thereof. Client shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award or judgment in favor of DESIGNER.
Modifications. Modification of this Agreement must be agreed to by both parties in writing, or if agreed to verbally, must be confirmed within twenty-four hours in writing. Fax or email confirmation is acceptable.
Acceptance of Terms. If the above terms are not objected to before progression of any work, or within ten (10) days (whichever comes first), these terms shall be deemed acceptable.
Authority To Bind. By their execution below, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature below, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective party to all of the terms and conditions herein. The act of signing this document means that the Signer is stating that they have the power, and authority, to bind Client to this contract and have gotten the appropriate approvals to do so.
Please initial the previous pages and sign below.
Retain one copy for your records and return the original copy to DESIGNER.