CONTRACT FOR FREELANCE DESIGN SERVICES BETWEEN CUSTOM DESIGN BAR
AND AAKASH KAPOOR
CLIENT’S NAME:
Nadine Martin
FREELANCE DESIGNER’S NAME
Aakash Kapoor
This Freelance Contract (this “Contract”), is entered into by and between: NADINE
MARTIN, OF CUSTOM DESIGN BAR Inc. with an office located at 93 Tasker Brampton,
ON Canada, ON. This party shall hereinafter be referred to as “the Client”.
- AND –
AAKASH KAPOOR, with an office located at 19801 Meadow Ridge Dr, Trabuco Canyon,
CA 92679. This party shall hereinafter be referred to as the “the Freelance Designer”.
In this agreement, the Client and the Freelance Designer shall at times be individually referred
to as “Party” and collectively referred to as the “Parties”.
RECITALS
I) The Client is desirous of the services of the Freelance Designer in execution
of his work.
II) The Freelance designer who possesses the skills has expressed interest in
performing such services for the Client at agreed consideration which shall be
further elaborated in this agreement.
III) The terms and conditions set hereforth by the parties shall form the basis of
the parties’ professional relationship and shall be binding on both parties
herein.
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:
“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 Parties’ 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 either party and/or
any privacy, publicity or other personal right of the Parties.
“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.
2.0. TERMS AND CONDITIONS/DESCRIPTION OF THE SERVICES
2.1. The Client shall on a need-by-need basis contract the Freelance
Designer to create new and update existing kitchen, bathroom designs
among others that may be agreed upon.
2.2. The Client and Freelance Designer are independent of each other and
the Client shall be at liberty to engage the services of another Freelance
Designer where she deems it necessary. For avoidance of doubt, the
parties herein shall only interact in cases where there is a project that
they are collaborating on.
2.3. The Client shall remit the agreed payments to the Freelance Designer
on the work delivered, within the agreed time frame. There shall not be
a mandatory time frame within which the Client shall be expected to
remit payments.
2.4. The Freelance Designer shall submit renderings within the agreed time
frame, unless otherwise agreed with the Client. The consideration shall
remain the same unless the Client provides more projects. Parties shall
be at liberty to discuss further on the same.
2.5. The Freelance Designer shall work closely with Custom Design Bar INC
regarding projects and provide ideas, while ensuring that such ideas are
of excellent quality and suitable to be used by the Client herein.
2.6. As aforementioned, the Client shall only contract the Freelance
Designer herein when the need arises and shall effectively make the
payments as such.
2.7. The Client shall not be under any obligation to produce any works
resultant from the Freelance Designer’s design or works thereof. As
such, the Freelance Designer shall have no claim where the Client
chooses not to execute the Freelance Designer’s works.
3.0. CONSIDERATION
3.1. The Client shall remit a prior agreed amount to the Freelance Designer.
Nevertheless, the amounts for various products shall ordinarily range as
follows;
i) $200 for the kitchen and $180 for bathroom designs. The
Freelance Designer has however undertaken to provide volume
discount pricing as elaborated hereafter;
ii) Volume discount (3 to 4 projects per week): $170 kitchen; $150
bathroom.
iii) Up to four edits per design FREE; The Freelance Designer
ordinarily charges $15 after 2 free edits.
iv) Up to four camera angles per design; The Freelance Designer
would ordinarily include two angles and charge $10 for each
additional angle.
3.2. The amounts listed above are non-negotiable unless the Client provides
more than 4 projects a week, to which end the Freelancer shall be
willing to offer a bigger discount. Such discount shall be according to
the Freelance Designer’s discretion.
3.3. Unless otherwise agreed, the Client shall pay 50% due up-front and
thereafter the outstanding 50% upon delivery of completed projects.
3.4. All Payments due to the Freelance Designer shall be made using
ZipBooks Invoice.
3.5. The Freelance Designer and the Client shall evenly split the cost of the
2020 design.
4.0. INTELLECTUAL PROPERTY RIGHTS
4.1. Unless for the Client’s benefit, the Freelancer will not use any third party,
or any pre-existing intellectual property in connection with this Contract.
Should the Freelancer use such pre-existing intellectual property, the
Freelancer will be obliged to obtain from the third-party owner the right
to use such intellectual property and in no way shall be the Client be
burdened of any inconvenience caused by the Freelancer in the
engagement to this Contract.
4.2. Upon purchasing a design from the Freelance Designer, the Client shall
take over all intellectual property retaining to their works including 3rd
party Pre-Existing Intellectual Property if there is any, as it being
incorporated to the deliverables by the Freelance Designer to the Client,
with the license including the right to sell, use, reproduce, modify, adapt,
display, distribute, disclose, and to sublicense, among others.
4.3. The Freelance Designer shall not have any right or interest in any of
Client’s Intellectual property, except for the limited use which is for the
benefit of the Client.
5.0. CONFIDENTIALITY
5.1. For the purpose of this Agreement, Confidential Information shall mean
proprietary information or any information in consonance to the
proprietary rights of a Party. This may also mean an information
distinctively declared as confidential by the Disclosing Party.
5.2. Such information may be acquired by the Receiving Party through
knowledge or grant of access by the Disclosing Party. The information
herein includes but not limited to, those conceived or discovered or
developed in whole or in part by the Freelance Designer hereunder.
5.3. The concepts, deliverables, discoveries, ideas, tools in various states of
development provided by the Client, and likewise designs, drafts,
specifications, techniques, methods, processes, procedures, contacts,
associations, references, other information related to customers,
product prices, offers, policies and financial information, this Contract
and the existence of this Contract, and any work assignments
authorized or issued under this Contract.
5.4. The Freelance Designer shall use products completed for the client as
part of his portfolio. The Freelance Designer shall however mention the
name, business name and/or logo of the Client and link the Client’s
website in a bid to secure a larger market for the said Client.
5.5. All confidential information shall not be disclosed by the Freelance
Designer to third parties and shall continue to be in force even at the
termination of this Contract.
6.0. Non-Disclosure.
6.1. Except as permitted in writing and signed by the Client, the Parties
hereby agree that during the term of this Contract and thereafter, the
Freelance Designer may not use for commercialization, disclose to any
person the Confidential Information by the Client.
6.2. The Freelance Designer hereby represents that the execution of this
Contract, does not in any way produce conflict or breach to any
contractual or fiduciary obligation to which Freelancer is bound.
6.3. The Freelance Designer shall be at liberty to accept work from another
client. Nevertheless, any work that the Freelance Designer produces for
the Client shall not be replicated to other competitors.
7.0. TERMINATION
7.1. The Client may terminate this Contract and/or an individual, or any open
project without liability at any time, upon prior written notice to
Freelancer.
7.2. The Client shall also be at liberty to unsubscribe from 2020 design upon
giving sufficient notice to the Freelance Designer. Such notice shall not
be less than thirty (30) days.
7.3. Upon termination, the Freelance Designer shall provide the Client with a
report of the status of any project, in progress or completed, by the
Freelance Designer.
7.4. The Client shall not withhold any payment due to the Freelance
Designer the equitable amount for the partially completed work in
progress and the agreed to price for the completed Services and/or
Deliverables provided and accepted before the end of the Agreement.
7.5. The Freelance Designer shall return all Confidential Information,
including all notes, records or any file to the Client which in any way
may incorporate Confidential Information provided by Client to
Freelance Designer.
8.0. WARRANTIES
8.1. The Freelance Designer warrants that all Services and Deliverables by
himself are free from any defect and conform to the specifications
required by the Client.
8.2. The Freelance Designer also warrants that the work made by the
himself is original and does not infringe any trademark, service mark,
trade name, secrets, proprietary or copyright of any third party.
9.0. LIMITATION OF LIABILITY
9.1. No party shall be liable for any damages, loss of data, profits or
revenue, cost of capital or downtime costs in any way connected with,
the subject matter of the agreement.
10.0. INSPECTION AND ACCEPTANCE
10.1. The Client shall have a right to inspect any of the services performed or
deliverables performed by the Freelancer before acceptance. Should
the services performed found to be unsatisfactory, The Client may
require the Freelance Designer to redo, replace, or repair the work done
in order to bring such to full compliance with the requirements. The
Client shall however not introduce new instructions under the guise of
revision and shall allow a reasonable timeframe for such revisions.
10.2. Should any defect be not corrected by re-performance, or fails to
promptly conform to the services and/or deliverables as defined by the
requirements or specifications, the Client may reduce price payable to
the Freelance Designer for services performed and/or Deliverables
delivered by Freelance Designer and accepted by Client and/or contract,
perform or subcontract services to another freelancer, or terminate the
project and/or this Contract for default.
11.0. MISCELLANEOUS
11.1. This Contract may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same Contract.
11.2. No modification or alteration of this Contract shall be considered as
having been made unless executed in writing and duly signed by the
parties hereto.
12.0. ASSIGNMENT
12.1. Neither party shall assign or transfer its right and obligations under this
contract without the prior written consent of the other.
13.0. SEPARABILITY CLAUSE
Should any of the provision of this Contract be held invalid by any competent court, the
same shall apply only to the said provision involved and the remaining provisions hereof
shall remain valid and enforceable.
14.0. NO EMPLOYER-EMPLOYEE RELATIONSHIP.
The Parties to this Agreement, in entering to this Contract, does not in any way, create
an employer/employee or partnership relationship. The Client and Freelance Designer
agree that upon execution of this Agreement the Freelance Designer, during this
Contract shall remain an independent contractor and not bound by the Client’s
employment rules and regulations.
15.0. GOVERNING LAW AND DISPUTE RESOLUTION
15.1. This Contract shall be governed by and construed in accordance with
the laws and regulations of Canada and the United States of America.
15.2. 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 parties, then the dispute
may be submitted for final and conclusive resolution to the Court.
16.0. FORCE MAJEURE
16.1. No Party shall be held liable for any failure in performance under this
Contract when failure is caused beyond that Party’s reasonable control,
including, but not limited to, acts of terrorism, war, earthquake, fire,
storm, flood, accident, and prolonged shortage of energy. In the event
of such delay, the scheduled date for delivery shall be adjusted
reasonably to the benefit of the Freelance Designer. If the delay
remains in effect for a period in excess of thirty days, Client may
terminate this Contract upon written notice to Freelancer.
17.0. ENTIRE CONTRACT
This Contract, including the documents attached herein shall constitute the one and the
same Contract agreement between the Parties. This Contract supplants any other
previous oral or written commitments, agreements or understanding. Further, this
Contract may not be modified, changed, or otherwise altered in any respect except by a
written agreement and consent signed by both Parties.
.
CUSTOM DESIGN BAR INC. AAKASH KAPOOR
Signatory’s
Full Name:
Company
Name:
E-mail:
Signature:
Company
Stamp:
At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )