DESIGNER CONTRACT

DESIGNER CONTRACT

This CONTRACT (herein “Contract”) is made on this [DATE] by and between [NAME] with a business address of [ADDRESS] (herein “Designer”) and [NAME] of address [ADDRESS] (herein “Client”).

The Client and Designer shall be jointly referred to as “Parties” to this Contract.

  1. WORK AND PAYMENT TERMS
    1. Project Description

 

  1. Deliverables

 

  1. Schedule

 

  1. Client Approval and Revisions

Upon completion of the project, the Client has the right to either approve or disapprove the final work if the work does not conform to the instructions given to designer. In the event of disapproval, the Designer shall revise the work until the Client is satisfied. The Client can get a maximum of ________ revisions. Any revision beyond _______ shall be charged.

  1. Payment Terms

Before the project commences, the Client shall give 30% of the total cost top Designer.

The remainder of the payment shall be paid upon completion and acceptance of the project.

    1. CONFIDENTIALITY AND NON-DISCLOSURE 
      1. The Parties shall maintain the confidentiality of all the private affairs and/or information of each other and shall not disclose such information to a third party without the express consent of that party. 
      2. The Designer shall not use any propitiatory information of the Client without the express permission of the Client. Designer shall not use Client’s information for their own benefit.
      3. 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. 
    2. INTELLECTUAL PROPERTY AND OWNERSHIP RIGHTS
      1. The Client owns all proprietary information it shares with the Designer for the purposes of the Agreement. 
      2. The Designer has no rights to this proprietary information and may not use it except to complete the Graphic Design services. 
      3. Upon completion of the Agreement, the Client will own the final Graphic Design Deliverables.
      4. While the Designer will customize the Client’s Graphic Design Deliverables to the Client’s specifications, the Client recognizes that Graphic Designs generally can have a common structure and basis. The Designer continues to own any and all template designs it may have created prior to this Agreement. The Designer will further own any template designs it may create as a result of this Agreement.
      5. The Designer accords to the Client the rights to display work and the rights to reproduce work (Making copies).  However, the Client is not allowed to make any changes or alterations to the Designer’s work or source files. Native files will not be part of Client’s proprietary work  
  • REPRESENTATIONS AND WARRANTIES
    1. Designer. 

The Designer represents and warrants that the Designer has the right to enter into and perform this Agreement. The Designer further represents and warrants that the Designer has the right to utilize and distribute the designs created for the Client and such designs are not owned by anyone else to the Designer’s knowledge. In the event that the Designer does not have these rights, the Designer will reimburse the Client for any associated damages the Client may experience or will take responsibility for such damages so that the Client does not experience any damages.

  1. Client. 

The Client represents and warrants that the Client has the rights to use any proprietary information, including, but not limited to trade secrets, trademarks, logos, copyrights, images, data, figures, content, and the like that it may provide to the Designer to be included in this Website. In the event that the Client does not have these rights, the Client will reimburse the Designer for any associated damages the Designer may experience or will take responsibility for such damages so that the Designer does not experience any damages.

  • DISCLAIMER OF WARRANTIES. 

The Designer shall complete Graphic Design services for the Client’s purposes and to the Client’s specifications. THE DESIGNER DOES NOT REPRESENT OR WARRANT THAT SUCH DELIVERABLES WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. THE DESIGNER HAS NO RESPONSIBILITY TO THE CLIENT IF THE DELIVERABLES DO NOT LEAD TO THE CLIENT’S DESIRED RESULT(S). 

  • LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT, LOST BUSINESS, OR COSTS OF DELAY.

  1. TERM AND TERMINATION
    1. The term of this Contract shall commence on the date of execution and will remain in full force and effect until the services are complete and accepted by the Client. The intellectual property rights and indemnification clause will however survive the termination of this Contract throughout the term of the remodeling project and after project is completed. 
    2. This Contract can terminate in the event a Client is unwilling make payments or to stick to the scope of the project.
    3. The Client however understands that no refunds shall be made to them in the event of termination caused by breach or violation of any term of this agreement by the Client.
    4. In the event of termination caused by the Designer, all payments made by the Client shall not be refunded.
  2. FORCE MAJEURE 
    1.  “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.
    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.
    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.
  3. SEVERABILITY OF PROVISIONS

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.

  1. WAIVER

Failure by either party to enforce any provision of 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 Contract. 

  1. GOVERNING LAW AND DISPUTE RESOLUTION

The laws of the state of VIRGINIA govern the rights and obligations of the Client and the Designer under this Contract, without regard to conflict of law principles of that state.

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 14 days from the time the dispute arose, parties shall resort to mediation in a form agreed by the parties. If within a further 14 days after the dispute has arisen a satisfactory mediation process has not been agreed upon by the parties, or if within 30 days after the dispute has been submitted for 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. 

  1. ENTIRE CONTRACT

This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.

 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed in duplicate, each of which shall be considered an original, by them/respective signatory officials thereunto duly authorized as of the day and year first above written.

Signed by or on behalf of:

 

THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING BELOW, ACCEPTED THE TERMS OF THIS CONTRACT AND HAS SOUGHT THE ADVICE OF A LAWYER IN ENSURING THAT THIS CONTRACT COMPLIES WITH THE LAW IN THEIR STATE, CITY OR PROVINCE. 

DESIGNER CLIENT

NAME:                                                               NAME: 

_________________________                     _________________________

SIGNATURE:                                                    SIGNATURE:

_________________________                     _________________________

 

DATE: DATE: 

_________________________                     _________________________

 

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