CONTRACT FOR FREELANCE DESIGN SERVICES

 

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 

  • The Client is desirous of the services of the Freelance Designer in execution of his work. 

 

  1. 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. 

 

  1. 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. 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. Any annexures or schedules to this contract shall form an integral part of and be construed in accordance with this contract.
  2. Reference to any Party hereto shall, where the context admits, be deemed to include, as appropriate, its permitted successors, personal representatives or assigns.
  3. The headings in this contract are included for convenience only and shall not affect the interpretation or construction of this contract.
  4. Words denoting the singular shall include the plural and vice versa.
  5. Words denoting any gender shall include a reference to each other gender.

 

  1. TERMS AND CONDITIONS/DESCRIPTION OF THE SERVICES
    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. 

 

  1. 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. 

 

  1. 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.  

 

  1. 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. 

 

  1. 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. 

 

  1. As aforementioned, the Client shall only contract the Freelance Designer herein when the need arises and shall effectively make the payments as such.

 

  1. 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. 
  • CONSIDERATION
    1. The Client shall remit a prior agreed amount to the Freelance Designer. Nevertheless, the amounts for various products shall ordinarily range as follows;
  1. $200 for the kitchen and $180 for bathroom designs. The Freelance Designer has however undertaken to provide volume discount pricing as elaborated hereafter;

 

  1. Volume discount (3 to 4 projects per week): $170 kitchen; $150 bathroom.
  2. Up to four edits per design FREE; The Freelance Designer ordinarily charges $15 after 2 free edits.

 

  1. Up to four camera angles per design; The Freelance Designer would ordinarily include two angles and charge $10 for each additional angle.

 

  1. 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. 

 

  1.  Unless otherwise agreed, the Client shall pay 50% due up-front and thereafter the outstanding 50% upon delivery of completed projects.

 

  1. All Payments due to the Freelance Designer shall be made using ZipBooks Invoice.

 

  1. The Freelance Designer and the Client shall evenly split the cost of the 2020 design.

 

  1. INTELLECTUAL PROPERTY RIGHTS

 

  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.

 

  1. 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.

 

  1. 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.

 

  1.  CONFIDENTIALITY

 

  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. 

 

  1. 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.

 

  1. 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. 

 

  1. 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.

 

  1. 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.

 

  • Non-Disclosure.
    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. 

 

  1. 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.

 

  1. 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. 

 

  • TERMINATION

 

  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.

 

  1. 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. 

 

  1. 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. 

 

  1. 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. 

 

  1. 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.

 

  •  WARRANTIES

 

  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. 

 

  1. 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.

 

  • LIMITATION OF LIABILITY
    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. 

 

  •  INSPECTION AND ACCEPTANCE

 

  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. 

 

  1. 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.

 

  •  MISCELLANEOUS

 

  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. 

 

  1. 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.

 

  • ASSIGNMENT 
    1. Neither party shall assign or transfer its right and obligations under this contract without the prior written consent of the other.

 

  • 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.

 

  • 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.

 

  • GOVERNING LAW AND DISPUTE RESOLUTION

 

  1. This Contract shall be governed by and construed in accordance with the laws and regulations of Canada and the United States of America. 

 

  1. 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. 

 

  • FORCE MAJEURE 

 

  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.

 

  • 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.

 

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CUSTOM DESIGN BAR INC.  AAKASH KAPOOR  
Signatory’s Full Name:
Company Name:
E-mail:
Signature:
Company Stamp:

 

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