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Graphic Design Agreement

This Graphic Design Agreement (the “Agreement”) is made on by and between of , , , as graphic designer (the “Designer”) and of , , , as client (the “Client”) for services in connection with the scope of work described on attached Exhibit A hereto and made a part hereof (the "Project").

WHEREAS the Designer is engaged in the business of providing graphic design services to individuals and companies;

AND WHEREAS the Client desires to obtain the services of the Designer;

AND WHEREAS the Designer and the Client desire to enter into this Agreement to provide for the terms and conditions and rights and obligations of the Designer and the Client with respect to the Project.

IN CONSIDERATION of the promises and other good and valuable consideration set forth, the parties agree as follows:

1. Fee

The Client shall pay to the Designer the sum of (the “Purchase Price”) for the completed Project. Upon the Designer delivering the final good copy of the Project to the Client, the Client shall pay to the Designer the balance of the Purchase Price due and owing being the amount of . In the event of any additional payment being due, as a result of additional requested changes, alterations or amendments, such payment shall be at a rate of per hour, and shall be payable immediately upon demand by Designer, upon the presentment of a written invoice by Designer to Client. Such written invoice shall contain a detailed description of time spent on such additional requested changes, alterations or amendments. The final balance, and any additional payments, shall be paid by way of cash, check, money order or bank draft or by such other means as the parties hereto may agree.

2. Payment

All invoices are payable within business days of receipt. A service charge is payable on all overdue balances for reissuing each invoice at 45, 60, 75 and 90 days from the date of original invoice. The grant of any license or right of copyright is conditioned on receipt of full payment.

3. Default in Payment

The Client shall assume responsibility for cost outlays by Designer in all collections of unpaid fees and of legal fees necessitated by default in payment. Invoices in default will include but are not limited to fees for collection and legal costs.

4. Delivery of Project

The Designer will use all reasonable efforts in the development of the Project and endeavor to complete and deliver to the Client all files, media and materials related to the Project by no later than . Any delay in the completion of the Project due to actions or negligence of the Client, transportation delays, illness, or circumstances outside the control of Designer may alter the delivery date. The Designer will make reasonable effort to notify the Client of any delays to the estimated delivery date as soon as possible.

5. Changes

The Client must assume that all additions, alterations, changes in content, layout or process changes requested by the customer will alter the time and cost. The Client shall offer the Designer the first opportunity to make any changes.

6. Cancellation

Notwithstanding the provisions herein regarding payment upon cancellation, in the event of cancellation of all or any portion of the Project, ownership of all copyrights and the original artwork shall be retained by the Designer.

7. Ownership and Return of Artwork

The Designer retains ownership of all original artwork, whether preliminary or final, and the Client shall return such artwork within 30 days of use unless indicated otherwise below. If transfer of ownership of all rights is desired, the rates may be increased. If the Client wishes the ownership of the rights to a specific design or concept, these may be purchased at any time for a recalculation of the hourly rate on the time billed or the entire project cost.

8. Credit Lines

The Designer and any other creators shall receive a credit line with any editorial usage. If similar credit lines are to be given with other types of usage, it must be so indicated here.

9. Releases

The Client shall indemnify the Designer against all claims and expenses, including attorney’s fees, due to the uses for which no release was requested in writing or for uses that exceed authority granted by a release.

10. Modifications

Modifications of the terms of this contract must be written and authorized by both parties, involving the implementation of a new version of the contract as a whole following standard procedures of documentation and approval.

11. Original Work

The Designer warrants and represents that, to the best of his/her knowledge, the work assigned hereunder and the work performed for the client as all or any portion of the Project is original and has not been previously published, or that consent to use and assign same has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned form third parties is original or, if previously published, that consent to use and assign same has been obtained on an unlimited basis; that the Designer has full authority to make this agreement; and that the work prepared by the Designer does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of the Designer’s product that may infringe on the rights of others. Client expressly agrees that it will hold the Designer harmless for all liability caused by the Client’s use of the Designer’s product to the extent such use infringes on the rights of others.

12. Limitation of Liability

Client agrees that it shall not hold the Designer or his/her agents or employees liable for any incidental or consequential damages that arise from the Designer’s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Designer or Client, any client representatives or employees, or a third party.

13. Acceptance of Terms

The signature of both parties shall evidence acceptance of these terms.

14. Relationship Between Parties

Nothing in this Agreement shall be deemed to create any relationship of partners or joint ventures between the Client and the Designer, nor shall there be any or be deemed to be any employer/employee relationship.

15. Governing Law and Venue

This Agreement shall be governing in accordance with the laws of the State of applicable therein. All actions, whether brought by Client or by Designer will be filed in County in the State of .

16. Severability

If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law.

17. Facsimile Counterparts

This document or any subsequent amendment hereto may be executed by facsimile and/or in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which taken together shall constitute but one and the same original. Each party shall accept any such signed faxed counterpart as full execution of this document or any subsequent amendment thereto.

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of .

CLIENT:

______________________________

Name:

Title:

DESIGNER:

______________________________

Name:

Title:

Exhibit A

Scope of Work

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