THE ACCEPTANCE OF A QUOTATION BY CLIENT/ INDIVIDUAL IMPLIES THAT THE BELOW TERMS AND CONDITIONS HAVE BEEN READ AND ARE UNDERSTOOD:
This agreement (the “Agreement”) is made on “Date” by and between the “Client” and the “Designer.” In consideration of the mutual agreement made herein, both parties agree as follows:
1. SERVICE OF WORK
The Designer agrees to produce project materials (the “Work”) at the request of the client for fees agrees upon in advance and delivery of the Work by an agreed-upon deadline. The designer agrees that he will be the sole author of the Work, which will be original work and free of plagiarism. The designer will cooperate with the Client in editing and otherwise reviewing the Work before completion and launch.
The client agrees to pay Designer 50% of the total project cost before any services are provided, and the remaining 50% is to be paid before any workable files are delivered. If the parameters of (the “Work”) change, or if it involves more time than estimated, the Designer will inform Client and they can renegotiate the Work’s cost. The designer is responsible for the payment of all federal, state, and/or local taxes concerning the services he performs for the client as an independent contractor. The Client will not treat the Designer as an employee for any purpose.
3. CLIENT APPROVAL
Upon acceptance of (the “Work”), Client accepts responsibility for any further processes in which this work is used (e.g. Web, social media platforms, film outpost, printing, etc.) The designer is not responsible for errors occurring in this work or projects related to this work after acceptance of the Work by the Client.
Both parties understand that Client or Designer may terminate the service at any time if, for any reason, the relationship is deemed unsatisfactory by either party. Upon written or verbal cancellation, the Client is responsible for payment for all expenses incurred and any work done towards the completion of the project based on the percentage of the project completed that is determined by the Designer. Should the Client cancel the project following its completion, the Client is responsible for full payment as per the agreed-upon estimate plus all expenses incurred. In the event of cancellation, the Designer retains ownership of all copyrights and original work created.
All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in the 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 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 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.
6. CONFIDENTIAL INFORMATION
The designer acknowledges that he may receive or have access to information that relates to the Client’s past, present, or future products, vendor lists, creative works, marketing strategies, pending projects/proposals, and other proprietary information. The designer agrees to protect the confidentiality of the Client’s proprietary information and all physical forms thereof, whether disclosed to the Designer before this Agreement is signed or afterward. Unless strict confidentiality is requested by the Client in advance of the establishment of this contract, the Designer can display materials and final work created for Client on the Designer’s website (http://www.riaanfitzgerald.com).
7. RELATIONSHIP OF THE PARTIES
Independent Contractor. The designer is an independent contractor, not an employee of Client or any company affiliated with Client. The 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 an agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to Client are contractual and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
8. LIMITATION OF LIABILITY
The services and the work product of Designer are sold “as is.” 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.
9. RIGHTS RESERVED TO DESIGNER
Preliminary Works/Working Files. Designer retains all proprietary rights, including property ownership, intellectual property rights, and Copyrights, in and to all Preliminary Works and Working Files, and Client shall return to Designer all Preliminary Works and Working Files in Client’s possession within thirty (30) days of completion of the Services.
Original Artwork. Designer retains property ownership in any original artwork comprising Final Works, including all rights to display or sell such artwork. The client shall return all original artwork to the Designer within thirty (30) days of completion of the Services.
Designer Tools. Designer Tools and all intellectual property rights therein, including Copyrights, shall be owned solely by Designer. Designer hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s publisher, web hosting, or Internet service providers), perpetual, worldwide license to use the Designer Tools solely with the Final Deliverables for the Project. The client may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any Designer Tools comprising software or technology.
10. LIQUIDATION RIGHTS
Liquidation for Unlicensed Use. The client’s use of the Deliverables shall be limited to the usage rights granted herein for the Project only. In the event Client or its agents, uses Final Works or other Deliverables, including Preliminary Works and Working Files, or any derivative works thereof, for another project or outside the scope of the rights granted herein, Designer shall be entitled to further compensation equal to one hundred percent (100%) of the original Project fee unless otherwise agreed in writing by both parties.