RAIRE ………….


























THIS CONTRACT (the “Contract”) is made and entered into on…………day of……………Two Thousand and Twenty-One (2021)


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”


……………………., 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”.



  1. The Proprietor specializes in the sale of apparel and accessories with unique designs sourced from various gifted designers.
  2. The Designer creates and sells unique designs to proprietors in the market willing to purchase such designs.
  3. 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.
  4. 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:


  • 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 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.

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


    • As aforementioned, the Proprietor specializes in the sale of apparel and accessories with unique designs.


  • 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.
  • 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.
  • 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.


  • 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.


  • 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.


  • The Proprietor shall pay the Designer the agreed consideration in full or as agreed within 7 days of the delivery of the design/artwork.


  • The Designer shall not be entitled to any royalties resultant from the design/artwork in future.


  • The Proprietor shall credit the Designer for any of the Designer’s design used on, 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.


  • 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.




    • 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.


  • 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.

The Proprietor shall acquire all proprietary rights, exclusive rights and/or interest in the designs purchased from the Designer.

    • 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.
    • 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.


    • 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.
    • 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.


    • 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.
    • 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.
    • 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.


    • 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 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.
    • 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.


    • 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.
    • 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.


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

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.

    • 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.
    • 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:


Signatory’s Full Name:
Company Name:
Company Stamp:


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