THIS CONTRACT IS MADE ON THIS ………….. DAY OF …………..,2021
BETWEEN
RAIRE ………….
[Address]
[Email]
-AND-
……………………………….
[Address]
[Email]
CONTRACT FOR THE PURCHASE OF GRAPHIC
DESIGNS FOR COMMERCIAL USE BY RAIRE FROM
………….
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CONTRACT FOR THE PURCHASE OF GRAPHIC DESIGNS FOR COMMERCIAL USE BY
RAIRE FROM ………….
THIS CONTRACT (the “Contract”) is made and entered into on…………day
of……………Two Thousand and Twenty-One (2021)
BETWEEN;
RAIRE ………., a sole-proprietorship specializing in the sale of apparel and accessories
with unique designs on them and whose address is [insert address] of the one part and
hereinafter referred to as “The Proprietor”
AND
……………………., a graphic designer whose specialty is unique designs created with the
purpose of commercial use, of the other part. The address for this party is ……… and
shall hereafter be referred to as “The Designer”.
RECITALS
A. The Proprietor specializes in the sale of apparel and accessories with unique
designs sourced from various gifted designers.
B. The Designer creates and sells unique designs to proprietors in the market
willing to purchase such designs.
C. The contract between the Proprietor and the Designer herein is one-off in
nature and none of the parties will make further claims upon execution of the
terms agreed herein.
D. The parties have agreed to be bound by the terms of this written contract as
well as the terms discussed prior orally, which oral terms align with this
contract.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
conditions contained herein, the sufficiency of which is hereby acknowledged, IT IS
HEREBY AGREED AS FOLLOWS:
- DEFINITIONS AND INTERPRETATION
1.1. In this Contract, except to the extent expressly provided otherwise:
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“Contract” means this Contract, and any amendments to this contract from time
to time;
“Effective Date” means the date of execution of this Contract;
“Intellectual Property Rights” means the Proprietor’s copyrights and copyright
applications, including any renewals, in any country; trade secrets or any data or
information which provides value or a competitive advantage to the Proprietor
and/or any privacy, publicity or other personal right of the Proprietor.
“Proprietary or Confidential Information” includes, without limitation, (i)
written or oral contracts, business methods, business policies, computer
retained information, notes, or financial information among other related
documents.
1.2. Any annexures or schedules to this contract shall form an integral part of and
be construed in accordance with this contract.
1.3. Reference to any Party hereto shall, where the context admits, be deemed to
include, as appropriate, its permitted successors, personal representatives or
assigns.
1.4. The headings in this contract are included for convenience only and shall not
affect the interpretation or construction of this contract.
1.5. Words denoting the singular shall include the plural and vice versa.
1.6. Words denoting any gender shall include a reference to each other gender.
- TERMS OF PURCHASE FOR THE GRAPHIC DESIGN (S)
2.1 As aforementioned, the Proprietor specializes in the sale of apparel and
accessories with unique designs.
2.2 Whereas the Proprietor may from time to time develop their own concept and
designs, the said proprietor may also purchase such designs from the Designer
herein for an amount that shall be determined before the execution of this
contract.
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2.3 Upon agreeing on the consideration that shall be paid by the Proprietor, the
Proprietor shall take over all ownership rights and any intellectual property
rights affiliated to the graphic design.
2.4 For avoidance of doubt, the Designer shall surrender all rights to the
Proprietor upon acceptance of the agreed consideration and shall not have any
other claim after such acceptance.
2.5 The Proprietor shall be at liberty to use the graphic design(s) purchased from
the Designer herein in any manner that such Proprietor desires. The Proprietor
may choose to use the design, sell or include such design as a Portfolio piece
among many other uses. There shall be no limitation whatsoever to such use.
2.6 The designer shall deliver the artwork/design to the Proprietor within 7 days
after the execution of this contract. Should there be a reason for delay, the
Designer shall communicate effectively and in a timely manner to the Proprietor
expressing the reason for delay and the way forward. The Proprietor shall be at
liberty to rescind the contract if such reason(s) is unreasonable.
2.7 The Proprietor shall pay the Designer the agreed consideration in full or as
agreed within 7 days of the delivery of the design/artwork.
2.8 The Designer shall not be entitled to any royalties resultant from the
design/artwork in future.
2.9 The Proprietor shall credit the Designer for any of the Designer’s design used on
raireco.com, the Proprietor’s website. The Proprietor shall however not be
obligated to credit the Designer herein and therefore the Designer shall have no
claim should the Proprietor fail to credit the Designer.
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2.10 In the event that the Proprietor sells Raire, the said Proprietor shall
retain the right to sell the design along with any other related products that the
Proprietor shall be selling.
- CONSIDERATION
3.1. The Designer’s cost has been agreed at USD ………which amount shall be paid by
the Designer within 7 days of the execution of this contract.
3.2. The Designer shall instruct the Proprietor on the mode that the payment of the
amount is to be effected. Such mode must be efficient and should not attract
more expense than is necessary.
- INTELLECTUAL PROPERTY
The Proprietor shall acquire all proprietary rights, exclusive rights and/or interest in
the designs purchased from the Designer.
- CONFIDENTIALITY AND NON-DISCLOSURE
5.1. The Parties shall maintain the confidentiality of all the confidential affairs
and/or information of each other and shall not disclose such information to a
third party without the express consent of that party.
5.2. Each party’s Proprietary or Confidential Information shall remain the sole and
exclusive property of that party. The parties agree that in the event of use or
disclosure by the other party other than as specifically provided for in this
contract, the non-disclosing party may be entitled to equitable relief. - TERM AND TERMINATION
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6.1. This contract shall come into force and effect on the Effective Date and shall
remain effective for as long as the Proprietor is using the purchased design
unless parties otherwise agree to fundamentally alter the terms herein.
6.2. Either party shall be at liberty to terminate this contract by issuing a 7 days’
notice to the other party, citing the reasons for such termination.
- FORCE MAJEURE
7.1. In this Section “Force Majeure” shall mean any event beyond the reasonable
control of the Parties, and which is unavoidable notwithstanding the reasonable
care of the party affected, and shall include but not be limited to war,
insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire,
earthquake, flood, unavoidable accident, epidemic, act of God, action or
inaction of any governmental official or agency (civil or military) and refusal of
any licences or permits, if properly applied for.
7.2. If either Party is prevented from or delayed in performing any of its obligations
under this contract by an event of Force Majeure, then it shall notify the other
in writing of the occurrence of such event and the circumstances thereof within
fourteen (14) days after the occurrence of such event.
7.3. The Party who has given such notice shall be excused from the performance or
punctual performance of its obligations under this contract for so long as the
relevant event of Force Majeure continues and to the extent that such Party’s
performance is prevented or delayed. The occurrence of any event of Force
Majeure affecting either party shall not give rise to any claim for damages or
additional costs and expenses suffered or incurred by reason of Force Majeure. - SEVERABILITY OF PROVISIONS
8.1. If any provision or part-provision of this contract is or becomes invalid,
illegal or unenforceable, it shall be deemed modified to the minimum extent
necessary to make it valid, legal and enforceable. If such modification is not
possible, the relevant provision or part-provision shall be deemed deleted. Any
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modification to or deletion of a provision or part-provision under this Clause
shall not affect the validity and enforceability of the rest of this contract.
8.2. If one Party gives notice to the other of the possibility that any provision
or part-provision of this contract is invalid, illegal or unenforceable, the Parties
shall negotiate in good faith to amend such provision so that, as amended, it is
legal, valid and enforceable, and, to the greatest extent possible, achieves the
intended commercial result of the original provision.
- WAIVER
9.1. Failure by either party to enforce any provision of this contract will not
constitute a waiver or affect its right to require the future performances
thereof, nor will its waiver of any breach of any provision of this contract
constitute a waiver of any subsequent breach or nullify the effectiveness of any
provision.
9.2. No waiver will be binding unless made in writing and signed by the party
making the waiver and specifically stating that it waives a provision of this
Agreement. - GOVERNING LAW AND DISPUTE RESOLUTION
10.1. This Contract shall be governed by and construed in accordance with the
laws and regulations of the United States of America.
10.2. Any dispute arising out of or in connection with this Contract shall be
settled amicably by the parties in good faith by whatever means the parties
deem appropriate. If the parties cannot themselves resolve any such dispute
between them within 30 days from the time the dispute arose, initial resort shall
be had to private conciliation or mediation in a form agreed by the parties. If
within sixty (60) days after the dispute has arisen a satisfactory private
conciliation or mediation process has not been agreed upon by the parties, or if
within ninety (90) days after the dispute has been submitted for private
conciliation or mediation it has not been resolved to the satisfaction of the
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parties, then the dispute may be submitted for final and conclusive resolution to
the court.
- NON-ASSIGNMENT
Neither this contract nor any rights or obligations hereunder shall be assigned by
either party hereto (other than by operation by law) without the prior written consent
of the owner. - ENTIRE CONTRACT
12.1. This contract constitutes the entire understanding and agreement
between the Parties. This contract may not be modified except in a writing
signed by the Parties and expressly referencing this contract.
12.2. This contract may not be amended or modified except by a written
instrument signed by both parties and identified as an amendment to this
contract.
IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed
in duplicate, each of which shall be considered an original, by themselves/respective
signatory officials thereunto duly authorized as of the day and year first above
written.
Signed by or on behalf of:
RAIRE ……….. DESIGNER
Signatory’s
Full Name:
Company
Name:
E-mail:
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Signature:
Company
Stamp:
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