GRAPHIC DESIGN AGREEMENT
This Graphic Design Agreement (hereinafter “Agreement”), is made effective as of ___________, by and between the following parties ____________, hereinafter referred to as “Client” having an address at ___________ AND _______________hereinafter referred to as, “Designer,” having an address at ________________
This Agreement sets forth the terms and conditions whereby the Designer agrees to produce certain Works (as described below) for the Client. The Designer will be engaged solely and exclusively for the limited purpose of providing these works to the Client.
Neither party is, by virtues of this Agreement, authorized as an agent, employee, or legal representative of the other. Except as specifically set forth herein, neither party shall have the power to control the other’s activities and operations and it’s status at all times will continue to be that of an independent contractor relationship.
- DESCRIPTION OF SERVICES & WARRANTIES
The Client hereby engages the Designer, and the Designer accepts such engagement to provide the following works for the Client (hereinafter, the “Works”):_______________
The Designer represents and warrants that the Designer has the knowledge, skills, and experience necessary to produce the Works. The Designer agrees that the Works will be original. The Designer also guarantees that the final Work will be from any plagiarism or likeness to a Works not belonging to or created by Designer. The Works will become the intellectual property of Client, free and clear, as a work made for hire.
The Client agrees not to alter the Works unless the alterations are agreed upon by both parties in writing and notated within or upon this Agreement.
The Designer may be engaged or employed in any other business, trade or profession, or other activity which does not place Designer in a conflict of interest with the Client, provided that, during the term, Designer shall not be engaged in any business activities that compete with the business of the Client without the Client’s prior written consent.
Client will be billed through an invoicing system ____________ (enter period) in the amount of _________________. Payment will be made within the following amount of time after receipt of the invoice: __________. The Client agrees to reimburse pre-approved expenses and costs as indicated on invoices. Receipts and reasonable supporting documentation shall accompany such expenses and costs. The Parties will agree on the expenses before the expenses being incurred.
Designer and Client shall each be solely responsible for all of the federal, state and local taxes applicable to them.
Client agrees Client may only use the Works created by Designer for the limited purposes outlined by this Agreement. Specifically, the Works may be used for the following purposes: __________________________
Should Client use the Works for any other purpose, Designer is free to pursue all remedies available under the law, including an action for intellectual property infringement.
Client and Designer hereby acknowledge and agree that nothing contained herein is to establish an exclusive relationship between the Parties. The Designer shall be free to continue working for and taking on new clients, without regard to the Client. The Designer does not need Client approval for any such work.
- CLIENT LEGAL REQUIREMENTS
The Client’s sole and exclusive responsibility is to ensure all legal requirements for Client’s business are met. Such legal requirements include, but are not limited to, ensuring claims on advertising and graphics are true, accurate, and maybe legally stated, as well as ensuring all products are lawful. The Designer shall not be responsible for any legal, technical, or regulatory specifications.
The Parties may terminate this Agreement before the specified end date by giving notice in writing. Notice shall be given at least the following amount of time before termination:__________. Upon termination, all fees and reimbursements shall be paid and provided to the Designer as they have accrued up to termination date. Upon expiration or termination of this Agreement, or at any other time upon Client’s written request, Designer shall promptly after such expiration or termination:
Deliver to the Client all deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for Designer’s use by the Client.
Deliver to the Client all tangible documents and materials containing, reflecting, incorporating, or based on the Client’s confidential or proprietary information, as discussed elsewhere in this Agreement.
Permanently erase all of the confidential or proprietary information from any of the Designer’s computer systems.
Certify in writing to the Client that Designer has complied with the requirements of this clause.
- CONFIDENTIAL AND PROPRIETARY INFORMATION
The Designer hereby acknowledges and agrees that Designer may receive confidential and/or proprietary information relating to the Client’s business. Such information may include, but will not be limited to, client lists, client notes, specifications, project information, plans and/or technological resources. The confidential and/or proprietary information is significantly important to the Client’s business, and it has been developed or obtained over time, with significant resources. The Designer understands and agrees that any unintended disclosure of any of the confidential and/or proprietary information would be significantly detrimental to Client. As such, Designer agrees that they shall: Not disclose the confidential information by any means not authorized by the Client to any third parties, Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Client, Not disclose the confidential information and/or proprietary information by any unauthorized means to any third parties for at least one year following the termination of this Agreement and not use the confidential information for any purpose except those expressly authorized by the Client.
- INTELLECTUAL PROPERTY
Designer agrees that all inventions, trade secrets, confidential and/or proprietary information, and work-product conceived, created or developed by Designer which are (a) used for the limited purposes outlined by the Agreement, (b) related to the Client’s actual business or research and development, or (c) developed, made or discovered by Designer’s duties for the Client, i.e., all of the Works created, shall be the property of the Client. Designer hereby assigns to the Client the exclusive right, title, and interest in and to the Works only for the limited purposes as outlined elsewhere in this Agreement, including all necessary copyrights, patents, trademarks, or other intellectual property rights relating to all Works.
- PORTFOLIO USE
Notwithstanding the preceding, Designer shall be permitted to use all Works in Designer’s professional portfolio, after such Works have been made public by the Client. Nothing contained herein shall limit Designer’s such right.
Designer and Client shall each defend, indemnify, and hold the other harmless from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from other’s acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.
Any provision of this Agreement, which by its terms imposes continuing obligations on either of the Parties, shall survive termination of this Agreement.
- DISPUTE RESOLUTION
In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties first attempt to resolve the dispute personally and in good faith. If the personal resolution fails, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in Massachusetts.
- GOVERNING LAW
This Agreement shall be governed by and construed per Massachusetts’s internal laws without giving effect to any choice or conflict of law provision or rule.
- ENTIRE AGREEMENT
The Agreement embodies the entire Agreement between the Client and Designer relating to the subject matter hereof. This Agreement may be changed, modified or discharged only if agreed to in writing by both parties.
IN WITNESS WHEREOF, the Parties execute this Agreement as follows:
Name: _____________ Name: ___________________
Signature: ___________ Signature: ___________________
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