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Terms

Sample Contract Terms

Name of Client/Representative
Date
Designer’s Name and Address
Name of Project

Project Estimated Cost

The terms of the Contract shall be effective for fifteen (15) days after presentation to Client. In the event this Contract is not executed by Client within the time identified, the Contract, together with any related terms, estimates, conditions and deliverables, may be subject to amendment, change or substitution. When signed, this Contract shall remain effective until the Services are completed and delivered.

ESTIMATE AND CHANGES: In the event the scope of the project should change beyond what was originally discussed and proposed, all additional work will be quoted on based upon a rate outlined via email (including but not limited to, other design, excessive modifications and additions). Estimate does not include excessive revision time and is subject to change. CLIENT may be billed for stock photography/illustration if needed in the layout of the website which is not included in the estimate as they may/may not be necessary. The stock photography/illustration will not be used and billed unless first approved by CLIENT.

CONSULTATION: Phone calls accumulated on a project in excess of 15 minutes will be charged at a rate of $15/hr (quarter-hour increments). On-site meetings (i.e. in-person) are billed at $15/hr and billable time will commence when DESIGNER is on the premises of the meeting destination. Billable time will end at the end of the business discussion. These fees are required as the DESIGNER is not able to work on other projects at this time. These charges will only be applied if applicable and are not billed if initiated by DESIGNER. The initial consultation is complimentary if lasting one hour or less. If the initial consultation lasts more the one hour, the additional time will be added to the project cost.

LIMITATIONS ON CONCEPTS AND CONFIDENTIALITY: CLIENT agrees not to manufacture, sell, deal in, or otherwise use or appropriate concepts in any way whatsoever, including but not limited to adaptation, imitation, redesign, or modification. CLIENT understands and agrees that disclosure of concepts to others would irreparably damage the DESIGNER. As consideration, the CLIENT will keep secret and hold in confidence any properties not deemed final art. Concepts (if applicable) not attached to the integrity of the CLIENT branding may be sold to other clients. CLIENT account information is held in confidence and will not be released. DESIGNER assumes all material is confidential unless released to the public. DESIGNER may show concepts to DESIGNER AGENTS (see below) if required.

STOCK:
CLIENT may be billed for fonts and other resources (“stock”) if needed in development of the logo and business card design. The stock will not be used and billed unless first approved by CLIENT. DESIGNER will not use clipart or other premade illustrations in the use of the logo design or use in such a way that would knowingly violate the terms and policies of the given stock company.

PAYMENT: Upon acceptance of the estimate, the CLIENT is responsible for all payment as listed in the final service invoice within 30 days of being invoiced at each milestone. A 1.5% monthly service charge is payable on all overdue balances. Payment schedule is as follows: 25% deposit before project commences, 25% after concepts are approved, 50% after all project is completed (designer must be paid upfront before files are delivered). Should the CLIENT repeal the project before completion, the DESIGNER is due for services rendered if service costs are less than the deposit and will issue a $100 inconvenience fee, DESIGNER will refund CLIENT the difference.  CLIENT will have no rights to files in this case and will receive no files.  Should the CLIENT not compensate for services or make void the project as specified in this contract, the DESIGNER is authorized to summon legal action to acquire payment according to the laws of the State of Ohio. The parties hereby consent to the exclusive jurisdiction of the courts of Xenia, Ohio. The CLIENT assumes all responsibility for fees resulting in the neglect of payment, including but not limited to: lawyer fees, court costs, postage fees, and bounced check fees. In some cases, payment may be required after services have been rendered outside of a project (such as additional web layout for pages not estimates). In such a case, the invoice is due upon receipt.

DEADLINES: If the DESIGNER has had no progress with the project (this does not mean communication with the client) at the fault of the CLIENT for 60 days or more after project commences, the DESIGNER will void the project, issue a $100 inconvenience fee plus applicable design fees. (Example: The client approves layout but not does give DESIGNER any materials for interior pages for 60+ days. The project is thus at a stand-still.) The CLIENT will not be entitled to any work or rights to work, regardless of payment already made or services already rendered in the case of a project kill or lack of progress. Unless agreed upon before contract is established (and would be included in contract): The DESIGNER must be notified at least two weeks in advance of any deadlines for the project. If any design is needed within two weeks (including weekends), a rush cost of +50% of project cost will be issued (including “emergency design”). The DESIGNER is not responsible for work that is delayed due to lack of response on the part of the CLIENT or late due to a lack of deadline specification. If work is delayed (no progress on the project) for longer than one month, the DESIGNER will not guarantee a completion time and work for other clients will take priority.

This project will take an estimated (X) weeks to complete. This time estimate is only an estimate and shall not be construed as actual and final as it is dependent on CLIENT RESPONSIBILITIES and APPROVAL.

COPYRIGHT AND RELATIONSHIP: 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 Contract. DESIGNER and the work product or Deliverables prepared by DESIGNER shall not be deemed a work for hire as that term is defined under US Copyright Law.

CLIENT, upon full payment of invoice will be entitled to US Copyright transfer of final layout, excluding CLIENT CONTENT (defined below). The cost for obtaining full Copyright is subject to an additional +100% of the project cost, excluding any and all discounts. In website design, any source code is not included in the transfer of ownership from DESIGNER to CLIENT. By default, It is layout only. By default, Copyright transfer and costs are not included but can be added to the invoice at the client’s request. Upon payment of final invoice, DESIGNER will issue a written Copyright transfer. All source art files (“working files”) created by DESIGNER will not be included but can be purchased at +100% of the project cost (pre-Copyright cost). Working files will always remain the property of DESIGNER unless CLIENT purchases for use. CLIENT is responsible for filing with the Copyright Office for official registration. To the best of the DESIGNER’S knowledge, all designs created for CLIENT are unique unless otherwise indicated.In the cases of Copyright transfer or working file release, the DESIGNER always retains all promotional and applicable rights to work done, including but not limited to self-advertising and portfolio display. DESIGNER may display variations of final art such as preferred concepts.

USAGE: If CLIENT does not purchase Copyright transfer, CLIENT is issued exclusive reuse rights for original design and DESIGNER will own full copyright. These usage rights grant the CLIENT to use the design in a fixed medium as stated in this contract. CLIENT may not modify the work and will not be given working files but flattened art only.  In the case of web design, client may only edit text within the site and supporting imagery that doesn’t affect the general layout (i.e. the editable fields in the CMS template).

MORAL CLAUSE: The DESIGNER reserves the right to not take on design work based on the content of work being created such as those which are pro-violence, obscene, against moral reservation, or of an illegal nature. CLIENT should be up-front with their business and design requirements. If CLIENT withholds information of this content until after this contract is signed in the hope of being in a contractual agreement to nullify the DESIGNER’s moral reservation, the contract is thus considered void and the CLIENT must pay a $100 inconvenience fee plus any applicable fees leading up to the design. The CLIENT will receive no files or license to use any art. If CLIENT is found to be breaching copyright, trademark, patent, or any other laws and terms or policies of third parties, DESIGNER will have the ability to reference this moral clause and cease work as indicated within it.

DELIVERABLES AND CLIENT CONTENT: DESIGNER shall have the right to document, photograph or otherwise record all completed designs or installations of the Project, and to reproduce, publish and display such documentation, photographs or records for DESIGNER’s promotional purposes. The DESIGNER assumes no Copyright claim to CLIENT provided art and content. CLIENT agrees that the materials submitted to Aibrean’s Studio (“CLIENT CONTENT”) for use in design work do not infringe on the intellectual property rights, including copyright and trademark rights, of any third party. CLIENT agrees to indemnify Aibrean’s Studio, and hold it harmless as to any claims, damages, losses and expenses, including attorney’s fees, arising out of or resulting from claims that the Client Art infringes on the intellectual property rights of third parties. If CLIENT is found to be breaching copyright, trademark, patent, or any other laws and terms or policies of third parties, DESIGNER will have the ability to reference the above stated moral clause and cease work as indicated within it.

Designer will provide (FILL IN)

REVISIONS: A REVISION is any change (add, remove, move, substitute) affecting the layout such as color, text, imagery, or placement thereof. A singular revision is a change that goes back to the client for approval. In wesite design, a revision will refer to the index page. Anything beyond the revisions included in the Designer Provisions will be billed at a rate of $X/revision.
CLIENT RESPONSIBILITIES: 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 Contract; and (c) final proofreading, and in the event that CLIENT has approved Deliverables but errors, such as, by way of example, but not limited to, typographic errors, font size or family (a family is a font type like Arial, Times, etc) changes, layout changes, change in the position of items, change in the orientation, size, treatment or display of images, or misspellings, remain in the finished product, CLIENT shall incur the cost of correcting such errors. This also includes any text changes that need to be made due to an error in CLIENT provided text.

Client must provide (FILL IN)

DESIGNER AGENTS: The DESIGNER shall be permitted to engage and/or use third party service providers as independent contractors in connection with the Services (“DESIGNER AGENTS”). The CLIENT may be made aware of these if needed for additional work not included in initial consultation and may be given access to work directly if they are so required (such as programming, 3D modeling). At times, a DESIGNER Agent may be needed to assist in debugging/assisting in whether the design can be implemented properly.

EXCLUSIVITY: No Exclusivity. The parties expressly acknowledge that this Contract does not create an exclusive relationship between the parties. The DESIGNER shall be entitled to offer and provide design services to others, solicit other clients including those who may be in competition with CLIENT and otherwise advertise the services offered by DESIGNER.

FORCE MAJEURE: DESIGNER shall not be deemed in breach of this Contract 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 attempt to give notice to CLIENT of inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

APPROVAL: The DESIGNER requires CLIENT to make final approval before files are delivered. Final approval requires the CLIENT to look over the design and copy to make sure everything is included as needed. If an approved file has errors such as those of a typographical nature, font size and family, layout, image placement and treatment, it is the CLIENT’s responsibility as they have approved it as-is. If the DESIGNER has to make changes they will be billed extra. See CLIENT RESPONSIBILTIES.