Purpose of the Agreement
Client wishes to hire Designer to provide services relating to Client’s as detailed in this Agreement. Designer has agreed to provide such services according to the terms of this Agreement.
Designer shall provide Client with the following services and/or products (“Services”):
Cost, Fees and Payment
The total cost (“Total Cost”) for all Services is due in full by . Client shall pay the Total Cost to Designer as follows:
The first payment is a non-refundable retainer. At a minimum, Client agrees that the retainer fee fairly compensates Designer for committing to provide the Services and turning down other potential projects/clients.
In the event that any copyrighted work(s) are created as a result of the Services provided by Designer in accordance with this Agreement, Designer owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by Designer and may be used in the reasonable course of Designer’s business.
Permitted Uses of Product(s)
Designer grants to Client a non-exclusive license of product(s) produced with and for Client for personal use only so long as Client provides Designer with attribution each time Client uses Designer’s property. Personal use includes, but is not limited to, use within the following contexts:
Client may not copy, duplicate, distribute, republish, or incorporate the Deliverables or allow others to copy, duplicate, distribute, republish or incorporate or use the Project.
Client may not crop, distort, manipulate, reconfigure, mimic, animate, create derivative works or extract portions or in any other manner, alter the Final Art. All copyright, trademarks, design rights and other intellectual property (registered and unregistered) shall remain vested in Designer. The Client agrees that such proprietary material is solely for Client’s own personal use.
Any disclosure to a third party, copying or republishing any portion of the Deliverable or its contents is strictly prohibited and constitutes infringement.
The rights granted to Client are for usage of the Final Art in its original form only.Client’s use of the Final Art by Client at any other time or location, or for another project or outside the scope of the rights specifically granted herein shall require an additional fee and Designer shall be entitled to further compensation equal to percent (%) of the original Contract Price, unless otherwise agreed in writing by both parties. In the event of non-payment, Designer shall be entitled to pursue all remedies under law and equity.
Client has spent a satisfactory amount of time reviewing Designer’s work and has a reasonable expectation that Designer will perform the Services in a similar manner and style unless otherwise specified in this Agreement.
Designer will use reasonable efforts to ensure Client’s desired Services are produced in a style and manner consistent with Vendor’s current portfolio and Designer will try to incorporate any reasonable suggestion made by Client. However, Client understands and agrees that:
Every client is different, with different tastes, budgets, and needs;
services are often a subjective art and Designer has a unique vision, with an ever-evolving style and technique;
Designer will use its artistic judgment when providing Services for Client, which may not include strict adherence to Client’s suggestions;
Although Designer will use reasonable efforts to incorporate Client’s suggestions and desires when providing Client with the Services, Designer shall have final say regarding the aesthetic judgment and artistic quality of the Services.
Limit of Liability
Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Designer.
Loss of Product. In the event that any or all product(s) are lost, such as damage to or loss of a component of the product necessary for final delivery, Designer shall refund Client a pro-rated portion of the Total Cost based on the amount of Services that were completed/provided against the amount of Services that were agreed to be completed/provided.
Indemnification. Client agrees to indemnify, defend and hold harmless Designer and its affiliates, employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to Services and/or product(s) Designer provides to Client.
Unless otherwise provided herein, Client shall pay additional charges for all changes requested by Client which are outside the Scope of the Services on a time and materials basis, at Designer’s standard hourly of per hour, or in an amount separately agreed upon in writing in advance of the change. Such charges shall be in addition to all other amounts payable under this Agreement despite any maximum budget, contract price or final price identified therein. Designer may extend or modify any delivery schedule or deadline as required by such Changes.
Notwithstanding the above, either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as, but not limited to:
A natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms or infestation); or
War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not); or
Any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.
Failure to Perform Services
In the event Designer cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:
Immediately give Notice to Client via the Notice provisions detailed in this Agreement; and
Issue a refund or credit based on a reasonably accurate percentage of Services rendered; and
Excuse Client of any further performance and/or payment obligations in this Agreement.