EXAMPLE OF CONTRACT TERMS
Rev. 12-07-09
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). The terms outlined in this contract will apply to all additional projects made by Client in the future. Estimate does not include excessive revision time and is subject to change.
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 approved concepts to Designer Agents (see below) if required.
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 project is completed. Files will be released to the Client after project is completed and final payment has been made. 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. Should the Client not compensate for services, 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. In such a case, the invoice is due upon receipt.
DEADLINES: If the Designer has had no progress with the project 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. The Client will not be entitled to any 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: 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.
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. This time estimate is dependent on Client for 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 Copyright Law. Client, upon full payment of invoice can purchase Copyright transfer of final art (excluding CLIENT CONTENT). The cost for obtaining full Copyright is an added 100% of project design/implementation cost (not for materials or supplies needed) and will be included in the invoice and the initial project estimate. Upon payment of Copyright fee, designer will issue a written Copyright transfer and deliver all source art files (unflattened as well). Client is responsible for filing with the Copyright Office for official registration. In the cases of either Copyright transfer or exclusive reuse rights, the Designer always retains all promotional and applicable rights to work done, including but not limited to self-advertising and portfolio display.
USAGE: If Client does not purchase Copyright transfer, Client is issued exclusive reuse rights for original design (Client will receive flattened art files or in case of web - editable elements such as titles/header) and Designer will own full copyright. These usage rights grant the Client to use the design in a fixed medium as stated above. Client may not modify the work. In the case of web design, client may only edit text within the site and supporting imagery that doesn't affect the general layout.
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, or of an illegal nature.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.
DELIVERABLES AND CLIENT CONTENT: In the case of printed work, Client will deliver (5) copies of final produced design to Designer. Such samples shall be representative of the highest quality of the work produced. 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 claim to Client provided art and content. Client agrees that the materials submitted to Aibrean's Studio ("Client Content") for use in additional 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.
Client will receive (FILL IN)
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, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.
Client must provide (FILL IN)
DESIGNER AGENTS: Designer shall be permitted to engage and/or use third party service providers as independent contractors in connection with the Services (“Design Agents”). The Client will be made aware of these and may be given access to work directly if they are so required (such as programming, 3D modeling).
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 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, 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, that includes going back to a concepting stage or changing anything on a concept that had been formerly approved. See CLIENT RESPONSIBILTIES.
