GRAPHIC DESIGN AGREEMENT

 

THIS AGREEMENT is made this %DAY% day of %MONTH% , %YEAR% by and between JB Design Concepts ( "DESIGNER") and %COMPANY_NAME% ("CLIENT").

 

 

1.  ACCEPTANCE of TERMS & AGREEMENTS. In furtherance to the above, CLIENT hereby agrees to and does hereby engage the services of DESIGNER, and DESIGNER hereby accepts the engagement to design and to do the work hereinafter specified by the CLIENT in connection with the project. A copy of these terms and conditions must be signed at the time of submission of work to the DESIGNER, indicating agreement to and acceptance of these terms and conditions. Alternatively, payment of an advance fee is an acceptance of these terms and conditions.

 

2.  DESCRIPTION OF SERVICES. DESIGNER will provide to CLIENT a description of all graphic design services in the attached Exhibit A (collectively, the "Scope of Services") of this contract agreement.

 

3.  CHARGES. Charges for services to be provided by the DESIGNER are also defined in the attached Exhibit A (collectively, the “Scope of Services”) that the CLIENT receives via e-mail. The terms of service shall be valid for a period of thirty (30) days after presentation to the CLIENT. In the event this Agreement is not executed by the CLIENT within the time identified, the DESIGNER reserves the right to alter the proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.

All Graphic Design Services that are UNDER $100, require FULL ADVANCE PAYMENT before the design project and turnaround time begins. All Graphic Design Services that are $100 OR MORE require an advance payment of a minimum of fifty (50) percent of the project total before the design project and turnaround time begins and before the work is supplied to the CLIENT for review. The remaining balance must be paid in full prior to sending to print or the release of any design materials to CLIENT.

 

4.  CUSTOMER REVIEW. DESIGNER will provide the CLIENT with an opportunity to review the appearance and content of the Print and Web work during the design and upon completion. At the completion of the project, such materials will be deemed to be accepted and approved unless the CLIENT notifies the DESIGNER otherwise within ten (10) working days of the date the materials are made available to the CLIENT.

 

CLIENT additions or variations including alteration of style and the cost of additional proofs necessitated by such altera­tions will be charged in addition to the agreed price on a time and materials basis unless agreed otherwise in writing. The CLIENT will be notified of any such costs prior to the work commencing. All additional changes must be submitted and approved by both parties in writing by approved Contract Change Request Form.

 

The DESIGNER shall incur no liability for any omissions or errors in spelling, punctuation, dates, & information on the layout not corrected and com­municated by the CLIENT in the proofs submitted for Customer Review.

 

Where any valid claim in respect of any of the work which is based on any defect in the quality or condition of the work or its failure to comply with the CLIENT’S instructions is notified to the Designer in accordance with these terms and conditions, the DESIGNER shall be entitled to replace the work (or the part in question) free of charge, or at the DESIGNER’S discretion, refund to the CLIENT the price of the work (or a proportionate part of the price) but the DESIGNER shall have no further liability to the CLIENT.

 

5.  TURNAROUND TIME AND CONTENT CONTROL. The DESIGNER shall use all reasonable endeavors to deliver the work to the CLIENT by an agreed date and shall notify the Client of any anticipated delay at the first opportunity. The DESIGNER will not be liable for delays caused by matters outside of the DESIGNERS control. Any times or dates quoted for the supply of the work are dependent upon the CLIENT giving reasonable instructions to the DESIGNER. The turnaround time for all Graphic Design Services, begins when FULL ADVANCE PAYMENT has been made and all content (i.e., images, pictures, bio, information, links, etc.) for the design project has been supplied by the CLIENT.

 

If content is not provided within thirty (30) days of an official request by email the DESIGNER reserves the right to advise the CLIENT of a revision to the final payment fee based on new or revised pricing schedules that may be introduced from time to time. If content is not provided within thirty (30) days from the original email request, the DESIGNER reserves the right to terminate the Agreement.

 

6.  PAYMENT.  In return for the Scope of Service(s) completed and delivered under this Agreement, CLIENT agrees to compensate DESIGNER, pursuant to the terms of Exhibit A attached hereto.

 

Payments shall be made to JB Design Concepts, Houston, Texas 77273. Payments received via credit card will be processed through PayPal and will need to include an additional 4% per payment for processing fees. Payments received via check should be made out to JB Design Concepts.

 

CLIENT is fully responsible for all material costs as outlined in Exhibit A, and accepts responsibility for all additional material costs that DESIGNER may incur in the development of all Design Services.

 

Invoices will be provided by DESIGNER before and upon completion of all graphic design and any associated services. Invoices are normally sent via email; however, the CLIENT may elect to receive hard copy invoices. INVOICES ARE DUE UPON RECEIPT.

 

7.  DEFAULT. In the event CLIENT fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, DESIGNER has the option to treat as a material breach of Agreement and has the right, but is not obligated, to pursue any or all of the following remedies:

 

  •  Terminate the Agreement,

 

B.  Withhold all files, artwork, source, commitments or any other service to be performed by

      DESIGNER for CLIENT,

 

C.  Seek legal action.

 

In the event any invoice is not paid when due, INTEREST will be added to and payable on all overdue amounts at 1.5 percent per month (18 percent per year, or the maximum percentage allowed under applicable laws, whichever is less). CLIENT shall pay all costs of collection, including without limitation, reasonable attorney fees.

 

8.  TERM AND TERMINATION. This Contract will terminate automatically upon completion by DESIGNER of the “Scope of Services” required by this Contract.

 

Termination of Services by the CLIENT must be in a written notice and will be effective on receipt of such notice.

 

The DESIGNER may terminate this Agreement at any time by giving not less than thirty (30) days prior written notice to the CLIENT. 

 

8.1  The CLIENT will be invoiced for design work completed to the date of first notice of cancellation and the DESIGNER reserves the right to charge a project cancellation fee of up to 50% of the remaining fees, for payment in full within thirty (30) days. Any advance payment is NON-REFUNDABLE.

 

Either party may terminate this Agreement immediately if the other shall: Be in breach of any of the terms of this Agreement which, in the case of a breach capable of remedy, shall not have been remedied within thirty (30) days of receipt of a written notice specify­ing the breach and requiring its remedy.

 

Within ten (10) days of the date of termination of this Agreement for whatever reason, the CLIENT will return or destroy (as the DESIGNER will instruct) all hard copy data and materials of the DESIGNER’S graphic designs  and audio-visual materials or data relating to the website and purge all magnetic media forms of the website and all software and related materials and provide the DESIGNER with an undertaking that the original and all copies have been returned or destroyed and/or purged as the case may be and permit the DESIGNER or his agents to collect, de­stroy or purge the items. Termination of this Agreement shall be without prejudice to any accrued rights of either party.

 

9.  REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have thirty (30) days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

 

10.  COPYRIGHT AND INTELLECTUAL PROPERTY. The CLIENT retains the copyright to data, files and graphics provided by the CLIENT, and grants the DESIGNER the rights to publish and use such material. The CLIENT must obtain permission and rights to use any information or files that are copyrighted by a third party. The CLIENT is further responsible for granting the DESIGNER permission and rights for use of the same and agrees to indemnify and hold harmless the DESIGNER from any and all claims resulting from the CLIENT’S negligence or inability to obtain proper copyright permissions, including but not limited to framing or linking to third party websites and/or third party proprietary material. A contract for any Graphic Design Services shall be regarded as a guarantee by the CLIENT to the DESIGNER that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. 

The CLIENT acknowledges that any and all of the copyright, trademarks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the development of any graphic design and all rights in any core files created or developed by DESIGNER in connec­tion with the development of any graphic design shall remain the sole property of DESIGNER and the DESIGNER hereby grants to the CLIENT a non-exclusive right to use all such rights in accordance with the graphic design specification  upon successful completion of all compensation terms and outstanding balances owed to the DESIGNER.

 

DESIGNER retains the right to reproduce Graphic Design Work in any form for marketing, future publications, competitions or other promotional uses. CLIENT may not reproduce or otherwise use design mock-ups, drafts, sketches etc. created by DESIGNER during work on the Project but not included into the final version of the Project. Such artwork belongs solely to DESIGNER who may use it at his own discretion.

 

The CLIENT shall not at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership by the DESIGNER thereof.

 

11.  CONFIDENTIALITY. JB DESIGN CONCEPTS, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of JB DESIGN CONCEPTS, or divulge, disclose, or communicate in any manner, any information that is proprietary to the CLIENT. JB DESIGN CONCEPTS and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.

 

Upon termination of this Contract, DESIGNER will return to CLIENT all records, notes, documentation and other items that were used, created, or controlled by DESIGNER during the term of this Contract.

 

12.  STANDARD MEDIA DELIVERY. Unless otherwise specified in the Exhibit A “Scope of Services” attachment, all file content must be submitted by the CLIENT in elec­tronic format and all images, photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .png, .gif, .pdf, .jpg, .jpeg, or .tiff format. (contact DESIGNER for the correct emailing address)

 

The DESIGNER will deliver to the CLIENT, via electronic mail (or a downloadable hyperlink), within 10 days after CLIENT’S approval of final design(s). Digital files containing the final design(s) will be sent to the CLIENT in the following format(s): .pdf, .jpg, .jpeg, .png, .gif, or .tiff format.

13.  DESIGN CREDIT. A link to the DESIGNER will appear in either small type or by a small graphic at the bottom of the CLIENT’S Web site. If a graphic is used, it will be designed to fit in with the overall layout of design.

 

14.  FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

 

15.  ARBITRATION. Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served.  The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.

 

 

16.  ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties. 

 

 

17.  EVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

 

18.  AMENDMENT. This Contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.

 

19.  GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Texas.

 

20.  NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

 

21.  WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.

 

Exhibit A

 

Payment and Working Schedule

 

1. Project Summary -

 

Designer agrees to develop the Project according to the Specifications described in the specification file #%SPECIFICATION_NUMBER% also accessible via the following URL %SPECIFICATION_URL% and incorporated by reference in this document.

 

2. Payment and Schedule - 

 

All Graphic Design Services that are UNDER $100, require FULL ADVANCE PAYMENT before the design project and turnaround time begins. All Graphic Design Services that are $100 OR MORE require an advance payment of a minimum of fifty (50) percent of the project total before the design project and turnaround time begins and before the work is supplied to the CLIENT for review. The remaining balance must be paid in full prior to sending to print or the release of any design materials to CLIENT.

 

Payments shall be made to JB DESIGN CONCEPTS, Houston, Texas 77273. Payments received via credit card will be processed through PayPal and will need to include an additional 4% per payment received for processing fees. Payments received via check should be made out to JB DESIGN CONCEPTS.

 

The official execution of this project cannot BEGIN until the Client Contract Agreement has been signed and returned to the GRAPHIC DESIGNER, full advance payment has been received and all content (i.e., images, pictures, bio, text, links, etc.,) have been supplied to the GRAPHIC DESIGNER by the CLIENT.  

 

The CLIENT will be informed of the exact Start Date of the Project after full advance payment has been received and all content (i.e., images, pictures, bio, text, links, etc.,) have been supplied to the GRAPHIC DESIGNER by the CLIENT. 

 

3. Costs - 

 

  • Client agrees to pay for all costs and fees described in the Exhibit A document

 

  • Major Revisions: which include the changing and or replacing the layout of any pictures, background or text information will result in a charge of $75.00 per change (this does not include making corrections or omissions to the original information submitted for service). 

 

I have read and understood terms and conditions of the Graphic Design Agreement and hereby agree to abide by them. I also have thoroughly read and accepted Specifications for the Project located in the specification file #%SPECIFICATION_NUMBER%.

 

Signed by %COMPANY_NAME%.