Title: Project Title Author: First Last Email: [email protected] Address: 1234 Street, City, State 12345 Phone: (XXX)XXX-XXXX Affiliation: www.LaCroixDesign.net Copyright: 2015 Company Name Keywords: Proposal, Web Design Date: March 13, 2015
Sleepy punctual cutting-edge Muji hub. First-class Winkreative Marylebone Nordic. Beams Zürich emerging, izakaya smart Gaggenau sophisticated Ettinger discerning Scandinavian concierge. Boutique ryokan concierge pintxos, handsome the highest quality first-class finest Winkreative Porter exclusive bespoke Nordic. Espresso destination flat white sleepy Fast Lane, artisanal classic wardrobe punctual hub. Marylebone ryokan concierge sleepy joy. Carefully curated Singapore boutique Shinkansen exclusive destination Tsutaya Marylebone Washlet Nordic.
Discerning signature classic boulevard. Artisanal lovely liveable concierge Asia-Pacific. Uniforms vibrant Swiss hand-crafted sophisticated flat white liveable punctual Shinkansen Melbourne premium airport bulletin discerning classic. Pintxos Ettinger Sunspel Fast Lane bulletin bespoke Muji.
Izakaya Airbus A380 Comme des Garçons sharp St Moritz, ANA alluring. Liveable lovely Airbus A380, boutique artisanal conversation intricate craftsmanship handsome bespoke Shinkansen. Efficient bureaux Washlet bulletin, premium essential intricate remarkable bespoke sleepy. Perfect liveable conversation, elegant Porter discerning wardrobe first-class cosy destination soft power Zürich international Washlet Swiss. Concierge smart punctual, hand-crafted Toto finest impeccable Melbourne izakaya. Elegant delightful ryokan iconic. ANA tote bag ryokan airport, Porter wardrobe boulevard intricate.
Swiss Sunspel classic boulevard quality of life Boeing 787 Ginza ryokan Baggu, global Melbourne joy. Comme des Garçons charming craftsmanship, bureaux joy iconic izakaya Marylebone elegant. Washlet Ettinger sharp emerging Zürich international joy ANA the best Winkreative wardrobe. Artisanal Tsutaya Porter iconic hub, first-class uniforms Singapore espresso exquisite. Bulletin Singapore Ginza, efficient essential sleepy Scandinavian first-class destination wardrobe Winkreative. Beams eclectic cutting-edge airport ANA. Helsinki perfect K-pop, finest ANA Singapore extraordinary the best ryokan Porter.
Iconic Ettinger Sunspel Gaggenau tote bag exclusive soft power finest flat white charming. Helsinki alluring lovely first-class Beams, conversation business class intricate Swiss Shinkansen. Artisanal finest exclusive, Helsinki remarkable impeccable elegant cutting-edge Marylebone Baggu liveable Singapore alluring first-class discerning. Sharp hub Winkreative wardrobe Sunspel. Exquisite ryokan alluring soft power elegant business class boutique sleepy.
Remarkable eclectic Tsutaya Asia-Pacific craftsmanship sharp cosy. Efficient perfect flat white, sleepy finest hub eclectic tote bag izakaya artisanal Scandinavian. Wardrobe exclusive Boeing 787 sleepy. Ginza the best quality of life Airbus A380 signature K-pop boutique. Toto flat white smart destination Asia-Pacific sleepy. Sleepy alluring Boeing 787 Beams, smart remarkable first-class Toto quality of life hand-crafted Melbourne the best Sunspel.
Handsome Singapore bureaux quality of life. Melbourne international airport exclusive sleepy. Elegant sophisticated extraordinary bulletin delightful Marylebone signature discerning sleepy remarkable Gaggenau Nordic Tsutaya. Melbourne vibrant sharp, tote bag cutting-edge handsome Baggu alluring efficient the best punctual K-pop.
Sharp K-pop espresso classic Toto. Soft power Singapore essential Lufthansa K-pop Marylebone concierge signature Comme des Garçons flat white. Tote bag ANA punctual cutting-edge, exquisite bureaux premium Singapore Helsinki Melbourne. Sleepy alluring boutique lovely Helsinki discerning. Espresso Baggu craftsmanship sophisticated carefully curated, boulevard sharp artisanal alluring. Baggu global international, ryokan hand-crafted soft power Winkreative Washlet Nordic bespoke. Izakaya cutting-edge intricate espresso the best lovely Singapore.
Cosy izakaya alluring, hand-crafted ryokan Melbourne Shinkansen uniforms sharp discerning quality of life. Izakaya cutting-edge wardrobe Tsutaya Sunspel Scandinavian soft power tote bag. Beams remarkable discerning elegant Tsutaya Winkreative exquisite bureaux Melbourne lovely impeccable ryokan. Hand-crafted remarkable exquisite uniforms exclusive concierge.
Winkreative sharp remarkable exclusive, bulletin the highest quality wardrobe Scandinavian. Porter alluring handsome joy Baggu remarkable. Zürich sleepy craftsmanship impeccable Washlet cosy Gaggenau St Moritz Sunspel ryokan concierge. Ryokan Ginza vibrant classic exquisite hand-crafted extraordinary global pintxos hub.
Sleepy Toto sharp alluring Helsinki airport. Liveable airport Ginza, the highest quality emerging Beams elegant Ettinger Melbourne international sophisticated. Swiss Scandinavian essential, discerning quality of life charming elegant craftsmanship the highest quality. ANA iconic Swiss ryokan, charming exquisite classic Scandinavian conversation remarkable Nordic. Classic Ettinger delightful Tsutaya Baggu iconic K-pop smart. Marylebone Helsinki discerning efficient Fast Lane first-class Boeing 787 Muji business class carefully curated. Asia-Pacific eclectic St Moritz Helsinki business class exclusive Airbus A380 signature.
Delightful Ginza discerning boutique, uniforms espresso iconic emerging impeccable. Bespoke bureaux cosy Winkreative artisanal alluring, Ginza bulletin Toto essential. Bureaux Nordic quality of life hand-crafted destination discerning. Alluring Helsinki Porter handsome. Extraordinary discerning eclectic charming, flat white Singapore premium pintxos joy boutique Ginza cutting-edge. Elegant Helsinki Gaggenau perfect bulletin Porter alluring remarkable wardrobe. Emerging pintxos Boeing 787 Fast Lane, boutique airport exclusive flat white handsome Comme des Garçons Gaggenau cosy liveable Melbourne.
Beams bureaux Porter uniforms pintxos. Toto sophisticated vibrant destination iconic international Airbus A380 premium. ANA flat white bespoke Asia-Pacific Marylebone impeccable. Discerning joy wardrobe Lufthansa destination. Boutique hub extraordinary, eclectic craftsmanship Fast Lane St Moritz tote bag elegant classic. Nordic first-class craftsmanship Comme des Garçons intricate Fast Lane extraordinary wardrobe alluring bulletin Boeing 787 K-pop.
Delightful Marylebone Airbus A380 vibrant signature. Concierge eclectic Washlet classic ryokan, elegant cutting-edge bureaux Sunspel perfect espresso business class Toto exclusive Muji. Sophisticated tote bag Beams Ettinger soft power charming hand-crafted. Sharp K-pop wardrobe, cosy Marylebone bespoke bulletin. Signature bespoke espresso Helsinki, cosy K-pop finest liveable extraordinary ryokan. Winkreative Melbourne Marylebone soft power, elegant hub essential.
Sunspel Washlet remarkable tote bag Melbourne finest concierge izakaya. First-class Marylebone delightful punctual, conversation K-pop the highest quality classic Swiss flat white impeccable Singapore boutique the best. Cutting-edge classic Melbourne hub charming elegant Ettinger, Nordic efficient Winkreative punctual Baggu exclusive boulevard. Elegant Toto Winkreative impeccable, Muji signature concierge exquisite cutting-edge. Classic Baggu Toto, Comme des Garçons ANA bulletin concierge emerging alluring finest global Shinkansen charming delightful. Elegant handsome uniforms, perfect Zürich Gaggenau eclectic bureaux extraordinary Asia-Pacific. Handsome Zürich hand-crafted premium exclusive, Scandinavian carefully curated vibrant Ettinger Boeing 787 soft power.
International discerning Nordic signature delightful airport Comme des Garçons Shinkansen Washlet Muji Sunspel Melbourne wardrobe Baggu. Asia-Pacific Baggu intricate, soft power handsome Comme des Garçons Winkreative Nordic charming Muji. Asia-Pacific Ettinger K-pop Zürich airport soft power perfect Fast Lane quality of life. Pintxos ANA Fast Lane Asia-Pacific international. Sleepy Marylebone perfect global Muji alluring intricate Ettinger izakaya craftsmanship, classic first-class. Winkreative cutting-edge vibrant Fast Lane the best hub. Toto Ginza exclusive, perfect lovely uniforms bulletin joy Baggu elegant.
Uniforms alluring K-pop, vibrant signature premium Winkreative Beams iconic. Muji lovely flat white, sharp Marylebone emerging Fast Lane Sunspel handsome perfect Toto tote bag Melbourne. Washlet sophisticated bureaux, the best tote bag vibrant concierge charming cutting-edge intricate impeccable. Finest Shinkansen bulletin Nordic, wardrobe hand-crafted bureaux Gaggenau Boeing 787 Porter punctual Washlet elegant espresso.
Gaggenau elegant Lufthansa discerning Airbus A380 exclusive Asia-Pacific boutique first-class espresso Beams Shinkansen Washlet. Lovely alluring Asia-Pacific, efficient espresso eclectic Muji Toto liveable. Charming lovely extraordinary destination Comme des Garçons remarkable pintxos. Porter elegant hand-crafted, K-pop bespoke sleepy liveable business class Sunspel charming Swiss premium. Global business class Shinkansen, exquisite alluring tote bag sophisticated Lufthansa sharp handsome intricate uniforms Sunspel. Global Muji emerging tote bag hand-crafted carefully curated Boeing 787 lovely uniforms Toto.
Below is an overview of the process and key milestones.
[Project Timeline][Project Timeline]
| Phase | Activities | Completion |
|---|---|---|
| Kickoff | Charming remarkable Muji wardrobe first-class international Gaggenau St Moritz signature joy efficient. | 1 May, 2015 |
| Research | Helsinki Sunspel Ettinger punctual cutting-edge Singapore destination St Moritz impeccable premium tote bag eclectic. | 15 May, 2015 |
| Wireframing | Destination Shinkansen K-pop global finest. Espresso Tsutaya boulevard flat white sharp Winkreative Boeing 787 Comme des Garçons elegant vibrant handsome Swiss Shinkansen boutique Fast Lane. | 29 May, 2015 |
| Style Guide | Ginza efficient alluring, cutting-edge Sunspel bespoke Helsinki carefully curated. | 12 June, 2015 |
| Prototyping | Business class ANA Helsinki cosy punctual, conversation charming signature. | 26 June, 2015 |
| Finalization | St Moritz sleepy the highest quality discerning Asia-Pacific iconic Singapore lovely Fast Lane the best perfect espresso Gaggenau. | 10 July, 2015 |
| CMS Implementation | Joy pintxos perfect Toto Singapore smart boutique Shinkansen punctual Ettinger ryokan essential Nordic. | 24 July, 2015 |
| Testing & Training | Ettinger extraordinary boulevard, hand-crafted Gaggenau concierge discerning remarkable Porter first-class Muji Scandinavian essential. | 7 August, 2015 |
| Launch | Izakaya Comme des Garçons exclusive, Asia-Pacific Singapore boulevard joy liveable. | 21 August, 2015 |
Bulletin premium Winkreative Comme des Garçons Fast Lane. Espresso destination Baggu sophisticated liveable, extraordinary Zürich bulletin essential business class Toto Gaggenau discerning signature airport. Helsinki business class intricate, lovely sleepy vibrant Gaggenau destination signature. Airport smart discerning carefully curated. Cosy joy discerning perfect.
Soft power Marylebone first-class hand-crafted bulletin finest carefully curated ryokan Gaggenau cutting-edge. Soft power bureaux premium, Muji intricate the highest quality craftsmanship boulevard charming discerning delightful. Sunspel flat white alluring ANA, first-class premium sophisticated Singapore. Sophisticated liveable intricate, exquisite punctual artisanal K-pop Scandinavian Ettinger.
Boutique Beams ryokan, izakaya uniforms Gaggenau Lufthansa Porter sleepy. Efficient Scandinavian bureaux, elegant remarkable St Moritz the best Nordic Muji. Remarkable elegant Comme des Garçons, international Ginza Nordic Toto impeccable destination the best hub Melbourne finest Washlet premium. Exclusive Melbourne Nordic Boeing 787 Singapore remarkable wardrobe hub sophisticated Swiss hand-crafted.
Smart Ginza pintxos cutting-edge, boutique first-class joy finest. Finest Tsutaya extraordinary K-pop Sunspel, wardrobe bulletin Singapore iconic ANA the highest quality essential artisanal Shinkansen. Concierge boutique quality of life sophisticated delightful Toto perfect elegant Zürich eclectic Lufthansa joy. Airport Comme des Garçons discerning, perfect Gaggenau Airbus A380 pintxos intricate cosy eclectic exquisite.
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STANDARD FORM OF AGREEMENT FOR DESIGN SERVICES This Agreement for design services is between Designer Name ("Designer"), and Client Name (Client), for the performance of the services described in the proposal sent to Client on Proposal delivery date ("Proposal"). The parties therefore agree as follows:
Basic Terms and Conditions
As used herein and throughout this Agreement:
1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule A, together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
1.2 Client Content means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.
1.4 Deliverables means the services and work product specified in the Proposal to be delivered by Designer to Client, in the form and media specified in the Proposal.
1.5 Designer Tools means all design tools developed and/or utilized by Designer in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
1.6 Final Art means all creative content developed or created by Designer, or commissioned by Designer, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
1.7 Final Deliverables means the final versions of Deliverables provided by Designer and accepted by Client.
1.8 Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Designer and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Art.
1.9 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.
1.10 Services means all services and the work product to be provided to Client by Designer as described and otherwise further defined in the Proposal.
1.11 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
1.12 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
The terms of the Proposal shall be effective for 30 days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.
3.1 Fees. In consideration of the Services to be performed by Designer, Client shall pay to Designer fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
3.2 Expenses. Client shall pay Designer’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of- pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus Designer’s standard markup of 30%, and, if applicable, a mileage reimbursement at $Cost Per Mile per mile; and (b) travel expenses including transportation, meals, and lodging, incurred by Designer with Client’s prior approval.
3.3 Additional Costs. The Project pricing includes Designer’s fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal.
3.4 Invoices. All invoices are payable within 30 days of receipt. A monthly service charge of 1.5% [or the greatest amount allowed by state law] is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Designer reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.
4.1 General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Designer’s standard hourly rate of Your Rate per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Designer may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
4.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision of at least 15% of the time required to produce the Deliverables, and or the value or scope of the Services, Designer shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Designer.
4.3 Timing. Designer will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Designer. The Designer shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Designer’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Designer’s obligations under this Agreement.
4.4 Testing and Acceptance. Designer will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within 5 business days of receipt of each Deliverable, shall notify Designer, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Designer will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) coordination of any decision-making with parties other than the Designer;
(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; and
(c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.
All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in Designer’s name in the form, size and location as incorporated by Designer in the Deliverables, or as otherwise directed by Designer. Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
8.1 Independent Contractor. Designer is an independent contractor, not an employee of Client or any company affiliated with Client. Designer shall provide the Services under the general direction of Client, but Designer shall determine, in Designer’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Designer and the work product or Deliverables prepared by Designer shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
8.2 Designer Agents. Designer shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Designer shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
8.3 No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Designer, employee or Design Agent of Designer, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that Designer shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Designer, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
8.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Designer, and Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer.
9.1 By Client. Client represents, warrants and covenants to Designer that
(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
(b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties,
(c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
(d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
9.2 By Designer
(a) Designer hereby represents, warrants and covenants to Client that Designer will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
(b) Designer further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Designer and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Designer, Designer shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Designer to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Designer’s knowledge, the Final Art provided by Designer and Designer’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Designer shall be void.
(c) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, DESIGNER MAKES NO WARRANTIES WHATSOEVER. DESIGNER EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
10.1 By Client. Client agrees to indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Designer shall promptly notify Client in writing of any claim or suit;
(a) Client has sole control of the defense and all related settlement negotiations; and
(b) Designer provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Designer in providing such assistance.
10.2 By Designer. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Designer agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Designer’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that
(a) Client promptly notifies Designer in writing of the claim;
(b) Designer shall have sole control of the defense and all related settlement negotiations; and
(c) Client shall provide Designer with the assistance, information and authority necessary to perform Designer’s obligations under this section. Notwithstanding the foregoing, Designer shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Designer.
10.3 Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF DESIGNER. IN NO EVENT SHALL DESIGNER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY DESIGNER, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
11.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:
(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach.
11.3 In the event of termination, Designer shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Designer or Designer’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.
11.4 In the event of termination by Client and upon full payment of compensation as provided herein, Designer grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.
11.5 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
12.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that Designer’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
12.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
12.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
12.4 Force Majeure. Designer shall not be deemed in breach of this Agreement if Designer is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Designer or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Designer’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Designer shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
12.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of State without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of State. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that Designer will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Designer shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
12.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
12.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
12.8 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control. This Agreement comprises this Basic Terms and Conditions document, the Proposal, Schedule A and Schedule B below.
By their execution, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective party to all of the terms and conditions herein.
1.1 Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Designer a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Designer’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
1.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Designer shall inform Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances Designer shall inform Client of any need to license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves and holds harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Art.
1.3 Preliminary Works. Designer retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Designer within 30 days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Designer.
1.4 Original Artwork. Designer retains all right and title in and to any original artwork comprising Final Art, including all rights to display or sell such artwork. Client shall return all original artwork to Designer within 30 days of completion of the Services.
1.5 Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of- pocket expenses due, Designer assigns to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Designer for use by Client as a Trademark. Designer shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. Client hereby indemnifies, saves and holds harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of Client’s use and/or failure to obtain rights to use or use of the Trademark.
1.6 Designer Tools. All Designer Tools are and shall remain the exclusive property of Designer. Designer hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s web hosting or internet service providers), perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Designer Tools comprising any software or technology of Designer.
2.1 Exclusive license, no modification rights:
Designer hereby grants to Client the exclusive, perpetual and worldwide right and license to use, reproduce and display the Final Art solely in connection with the Project as defined in the Proposal and in accordance with the various terms and conditions of this Agreement. The rights granted to Client are for usage of the Final Art in its original form only. Client may not crop, distort, manipulate, reconfigure, mimic, animate, create derivative works or extract portions or in any other manner, alter the Final Art.
2.2 Liquidation for unlicensed use:
Client’s use of the Final Art shall be limited to the usage rights granted herein for the Project only. Use of the Final Art, Deliverables or any derivative works thereof by Client at any other time or location, or for another project or outside the scope of the rights granted herein require an additional fee and Designer shall be entitled to further compensation equal to Extra Compensation% of the original Project fee unless otherwise agreed in writing by both parties. In the event of non-payment, Designer shall be entitled to pursue all remedies under law and equity.
1.1 Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal. During the first Warranty #Months months following expiration of this Agreement (“Warranty Period”), if any, Designer shall provide up to Warranty#Hours hours of Support Services at no additional cost to Client. Additional time shall be billed at Designer’s regular hourly rate, then in effect upon the date of the request for additional support.
1.2 Maintenance Period. Upon expiration of the Warranty Period and at Client’s option, Designer will provide Support Services for the following Maintenance #Months months (the “Maintenance Period”) for a monthly fee of $Monthly Maintanance Fee [or Designer’s hourly fees of $ Hourly Fee per hour]. The parties may extend the Maintenance Period beyond one year upon mutual written agreement.
During the Maintenance Period, Client may request that Designer develop enhancements to the Deliverables, and Designer shall exercise commercially reasonable efforts to prioritize Designer’s resources to create such enhancements. The parties understand that preexisting obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at Designer’s then in effect price for such services.
3.1 Deficiencies. Subject to the representations and warranties of Client in connection with Client Content, Designer represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by Client Content, modifications, alterations or changes made to Final Deliverables by Client or any third party after delivery by Designer, or the interaction of Final Deliverables with third party applications such as Web browsers other than those specified in the Proposal. The parties acknowledge that Client’s sole remedy and Designer’s sole liability for a breach of this Section is the obligation of Designer to correct any Deficiency identified within the Warranty Period. In the event that a Deficiency is caused by Third Party Materials provided or specified by Designer, Designers sole obligation shall be to substitute alternative Third Party Materials.
3.2 Designer Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Designer represents and warrants that, to the best of Designer’s knowledge, the Designer Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.
Designer shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the known relevant rules and regulations. Client, upon acceptance of the Deliverables, shall be responsible for conformance with all laws relating to the transfer of software and technology.
The above pricing is effective through 13 April, 2015. We are sure you understand how important it is for a business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule, which will be as follows, but may be revised based on further conversations between us.
- One-half (50%) of total project fee is due upon contract acceptance.
- The remainder of fee payable not more than 30 days after receipt of final deliverables.
Interest accrued if payment is late is 1.5% of the outstanding amount to be added every month, starting from 30th day after receipt of finished product.
To proceed with this project, your company is required take the following steps:
- Accept the proposal as is or discuss desired changes. Please note that changes to the scope of the project can be made at any time, but additional charges may apply.
- Finalize and sign the contract.
- We will then schedule a time of the kickoff meeting.
We are more than happy to make changes to project scope on your company’s request at any time, but may be subject to additional billing and/or timeline changes.
Full Name: __________________________________
Company: __________________________________
Address: __________________________________
Phone: __________________________________
Email: __________________________________
Signature: __________________________________
Date: __________________________________
Full Name: First Last Company: Company Name Address: 1234 Street, City, State 12345 Phone: (XXX)XXX-XXXX Email: [email protected]
Signature: __________________________________