This Agreement, between you (hereafter referred to as Client) and Deanna Denham-Hughes (hereafter referred to as DESIGNER), 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:
[SCOPE OF WORK]
Client will pay Designer a fixed fee of $XXX HKD. Of that fee, 50% is due at the signing of this Agreement. At the completion of the project, Designer will invoice Client for the balance, with payment due within 10 days of the invoice date. Payment can be made by check, cash or bank deposit. Below are the bank details. Client will send the payment reference to the Designer for her records when payment has been made and the designer will send the client a confirmation of receipt.
Bank code: 004 Account Number: 175 036573 001
Account Name: David Devine Hughes
Any payment not received by its due date will accrue interest at 1.5% per month. Designer will be solely responsible for her own expenses. If Client cancels the project after Designer has begun work, Designer is immediately entitled to a “kill fee” of XXX HKD, less any fees already paid to Designer.
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.
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.
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.
reservation of rights.
Designer hereby assigns to Client all right, title and interest in the work produced under this Agreement, except that Designer retains display rights in the work, i.e., for use in portfolios, exhibitions and other self-promotion channels.
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.
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.
revisions or changes.
Designer’s Fee includes [XXX] round of revisions, provided that such revisions do not require work exceeding the Scope of Work as defined in this Agreement. Designer may decline, or charge additionally for, work that Designer reasonably deems to be beyond the Scope of Project. Each additional revision will incur a cost of $200 HKD per revision.
Overtime and extreme rush work provided due to client’s request will be billed in addition to the agreed upon fees.
The project deadline is set for [DATE], once this contract is agreed upon and signed. 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.
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.
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.
This is the parties’ entire agreement on this matter, superseding all previous negotiations or agreements.
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. Email confirmation is acceptable.
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.
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.
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.
Acceptance of Terms.
If the above terms are not objected to before progression of any work, or within seven (7) days (whichever comes first), these terms shall be deemed acceptable.