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GRAPHIC DESIGN AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Designers and company name Customer Terms and Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Designers hereby agree as follows. 1. Description of the Project Specifications Designers agree to develop the Project according to the terms listed on Exhibit attached hereto. 2. Additional Editing and Changes. Any requested changes to the Specifications shall constitute additional editing and incur additional charges or fees. Additional charges for editing and changes shall be billed at hourly rate per hour. All additional changes must be submitted and approved by both parties in writing by approved Contract Change form.
3. Delivery of Project. Designers will use all reasonable efforts in the development of the Project and endeavor to complete and deliver to Customer all files media and materials related to the Project no later than delivery date by an approved party provided that payment and all requested instructions and material have been received by Designers from Customer. Any delay in the completion of the Project due to actions or negligence of Customer transportation delays illness or circumstances outside the control of Designers may alter the delivery date. Designers will make reasonable effort to notify Customer of any delays to the estimated delivery date as soon as possible. 3 Proofs. Proofs will be presented for Customer approval at each stage of development. If revisions are required request must be made when proofs are returned to Designers. Two rounds of edits based upon Customers feedback will constitute acceptable delivery unless otherwise agreed upon in writing by both Designers and Customer. The total number of Proofs provided to Customer shall number Insert Number of Design Proofs unless otherwise determined in the Specifications. 3 Reproduction of Project. Check all that apply Upon successful completion of all compensation terms and outstanding balances owed to Designers. Customer is granted full and unlimited reproduction rights to the Project. Customer is granted one time limited use reproduction right for the Project in exchange for the compensation paid to Designers. The Project shall not be reproduced in any format without the written consent of Designers. Designers retain the right to reproduce the Project in any form for marketing future publications competitions or other promotional uses. Designers shall at no time reproduce the Project for use in commercial means or for profit use.
4. Ownership of Artwork and Source Files. Except for Customers Proprietary Material defined below contained in the Project Designers shall hold all right title and interest in all original artwork whether in draft mock up concept or final development for the Project. Specifically but without limitation Designers shall hold all right title and interest in and to all text graphics or digital components of the Project the Content all layouts logos structures or arrangements or other components of any materials presented to Customer that comprises the Project all literal and nonliteral expressions of ideas that operate cause create direct manipulate access or otherwise affect the Content and all copyrights patents trade secrets and other intellectual or industrial property rights in the Project or any component or characteristic thereof. Customer shall not do anything that may infringe upon or in any way undermine Designers right title and interest in the Project as described in this Paragraph 4. Notwithstanding the above Customer shall retain and Designers shall have no proprietary rights whatsoever in all of Customers intellectual property rights in any and all text images or other components and or materials owned by Customer or which Customer has the legal right to use that are delivered to Designers including but not limited to software related documentation Customer marketing material logos and tag lines Customers Proprietary Material Designers agree that they shall not use Customers Proprietary Material for any other purpose than those expressly set forth in this Agreement. 5. Compensation. In return for the Projects that are completed and delivered under this Agreement and Exhibit Customer shall compensate Designers pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Designers have the right but are not obligated to pursue any or all of the following remedies. terminate the Agreement withhold all files artwork source commitments or any other service to be performed by Designers for Customer bring legal action. Customer is fully responsible for all material costs as outlined in Exhibit and accepts responsibility for all additional material costs that Designers may incur in the development of this Project. 6. Confidentiality. Customer and Designers acknowledge and agree that the Specifications and all other documents and information related to the development of the Project excluding however Customers Proprietary Material the Confidential Information will constitute valuable trade secrets of Designers. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Designers prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. 7. Limited Warranty and Limitation on Damages.
Designers warrant the Project will conform to the Specifications. If the Project does not conform to the Specifications Designers shall be responsible for the timely correction of the Project at Designers sole expense and without charge to Customer to bring the Project into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Designers are not responsible for the results obtained by Customers use of any part of the Project. Customer acknowledges that Designers are not responsible for fixing any problems errors or omissions on the Project once mass produced or after Customer has tested proofed and approved the Project Sign off in writing. Except as otherwise expressly stated herein Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Designers as set forth in Exhibit attached hereto. This limited warranty shall become void and expire days after Sign off has been obtained by Designers from Customer or days after the mass production of the Project in any format. 8. Independent Contractor. Designers are retained as independent contractors. Designers will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Designers behalf. Designers understand that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 9. Availability of Materials Logos Graphics and other Collateral. Customer agrees to make available to Designers for Designers use in performing the services required by this Agreement such graphical elements and materials as Customer and Designers may agree in writing for such purpose. Failure to provide Designers with Materials in the requested formats may result in additional delays or fees in addition to those stated in Exhibit A. 10. General Provisions. 10 Entire Agreement. This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by all of the parties hereto. 10 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 10 Binding Effect. This Agreement shall be binding upon and enure to the benefit of Customer and Designers and their respective successors and assigns provided that Designers shall not assign any of their obligations under this Agreement without Customers prior written consent. 10 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 10 Good Faith.
Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 10 No Right to Assign. Customer has no right to assign sell modify or otherwise alter the Project except upon the express written advance approval of Designers which consent can be withheld for any reason. 10 Right to Remove Project. In the event Customer fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Designers have the right to immediately cease all work on the Project until payment in full is paid. 10 Indemnification. Customer warrants that everything it gives Designers to include in the Project is legally owned or licensed to Customer. Customer agrees to indemnify and hold Designers harmless from any and all claims brought by any third party relating to Customers Proprietary Material provided by Customer to Designers including any and all demands liabilities losses reasonable associated costs and claims including reasonable attorneys fees arising out of injury caused by Customers Proprietary Material supplied by Customer to Designers copyright infringement and defective products sold as result of Customers distribution of the Project. 10 Use of Project for Promotional Purposes. Customer grants Designers the right to use the Project for promotional purposes and or to cross link it with other marketing venues developed by Designers.
10. 10 Right to Style or to Make Derivative Works. Subject to Section above Designers have the exclusive rights in making any derivative similar works of the Project and any similarities between Customers Project and future projects constitutes Designers methods and style and shall remain the right of Designers. 10. 11 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual reasonable attorneys fees and reasonable associated costs including expert witness fees. 10. 12 Trademarks Logos and other Intellectual Property Issues. Customer is responsible for any Copyright or Trademark issues related to the creation and use of Project files by Customer. Customer shall be solely responsible for any Trademark or Copyright searches pertaining to the Project unless otherwise contracted for in the Specifications. Designers will not knowingly copy other rightfully trademarked or copyrighted material. Design Note. Even if you are creating artwork from scratch it is good idea to conduct trademark search on the words or mark you are creating. Even if you or the customer determine that trademark or one close to it does not exist it is good idea to make sure you have clause stating that the customer takes full responsibility for the eventual use of the logo. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below.
company name Milestone Acceptance Signoff address address city state or province zip or postal code Phone phone number DATE. current date
Order WorkOrder Client. company name city state or province zip or postal code Phone phone number For. General Description of Project Deliverable Please initial the following sections which detail the project deliverable contracted between company name and company name and sign the Acceptance of Agreement at the bottom of this page.
Initials Description of Completed Milestone Acceptance of Milestone Insert Milestone number here Milestone description here ACCEPTANCE OF AGREEMENT. I certify that have received the above project deliverable from company name and that the deliverable listed above has been demonstrated delivered or otherwise completed to my satisfaction. Clients signature
company name Change Order company name address address city state or province zip or postal code
Phone phone number Fax fax number DATE. current date Order contract reference number Bill To. company name address address city state or province zip or postal code Phone phone number Fax fax number For.
Invoice. Product and or Service Billing. Hourly. hourly rate Fixed Rate. fixed rate Other.
Please provide detailed description of the changes that you would like made to your project. Be as specific as possible. Provide the exact page frame location on the page frame and what corrections need to be made. To avoid duplication and confusion please list all of your corrections on this form. You may attach additional forms as necessary. Agreements PAYMENT TERMS. Net days. 1. 5% Interest monthly on accounts past due days. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The designer is authorized to execute the project or provide software as outlined in this Agreement. Payment will be made as proposed above. Clients signature Title
EXHIBIT B SPECIFICATIONS The project will contain the following components and or services. A. Describe each deliverable to be included in the project per the terms of the contract and proposal
COPYRIGHT TRANSFER AGREEMENT For valuable consideration received undersigned hereby grant to company name Company the rights and transfer of all interest and claim to. Insert description of material here hereinafter referred to as the Material Copyright to the above listed work is hereby transferred to company name effective as of the date of this agreement including and without limitation the right to publish the work in whole or in part in any and all forms and media now or hereafter known. The undersigned retains the following rights in regard to the material. a All proprietary rights other than copyright and the publication rights transferred to company name. b The right to publish in collection journal or future works of the authors own such as articles letters or books all or part of this work provided that acknowledgement is given to company name and full citation to its publication in the particular proceedings is included. c The right to make oral and speech presentation of the material in any forum or venue. d The right to make copies of the work for internal distribution within the undersigneds organization and for external distribution as preprint reprint technical report or related class of document.
The undersigned does hereby release and discharge company name and his or her agents representatives and assignees from any and all claims and demands arising out of or in connection with the use of the material including without limitation any and all claims for invasion of privacy right of publicity and defamation. Agreements Consent. I the undersigned represent that am over the age of eighteen years and that have read the foregoing and fully understand its contents. This release shall be binding upon me my heirs legal representatives and assigns. Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of company name and their respective successors and assigns provided that company name may not assign any of their obligations under this Agreement without the undersigneds prior written consent. Name. Date. Job title of signator authorized signature or signer. Address. Signature.
PROJECT CANCELLATION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Consultants and company name Customer Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Consultants hereby agree to cancel any and all work projects or labor as follows. 1. Cancellation of Services. Consultants shall cease any and all computer consulting services described below the Services or Work Product as well as any additional services that Customer has requested. Services include but are not limited to. a Enter Service or Work Product Description here
b Enter Service or Work Product Description here c Enter Service or Work Product Description here d Enter Service or Work Product Description here 2. Termination Obligations. Upon termination of this Agreement Consultants shall transfer and make available to Customer all property and materials in Consultants possession or subject to Consultants control that are the rightful property of Customer. The Consultant shall make every reasonable effort to secure all written or descriptive matter which pertains to the Services or Work Product and agrees to provide reasonable cooperation to arrange for the transfer of all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter Consultants shall immediately notify Customer of the details of the loss or destruction in writing and provide the necessary information for loss statement or other documentation to Customer. 3. Ownership Rights. The Consultant shall have ownership to all Consultants Materials. Consultants Material consists of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Sect Services and Exhibit Specifications
b Materials that are solely owned by Consultants or licensed to Consultants. c Materials that are incorporated into the Work Product or part of the Services. Additional material shall include but are not limited to. Insert details about additional material here. Consultant shall hold all right title and interest in and to Consultants Material. Customer shall not do anything that may infringe upon or in any way undermine Consultants right title and interest in the Consultants Material as described in this paragraph 4. Notwithstanding the above Consultant hereby grants Customer an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Consultants Material for the purpose of
Insert purpose materials will be used for here. 4. Outstanding Final Compensation and Hold Harmless Agreements. For all of Consultants services rendered to Customer under any Previous Agreement Customer shall compensate Consultants in cash pursuant to the terms of Exhibit attached hereto. By accepting the terms of this offer and signing in the space provided below you hereby release and forever discharge and hold Customer its successors employers employees agents officers directors shareholders affiliates and insurers harmless of all claims suits or liability directly or indirectly related to your employment retainment of services or the termination of such services and specifically and without limitation any claims to pay in lieu of notice wrongful dismissal severance vacation bonus or overtime pay. This release includes but is not limited to all contract and tort claims between Customer and Consultants concerning Customers right to terminate its employees contractors and vendor agreements and claims or rights under local state and federal laws prohibiting employment discrimination. By signing below you agree that these terms represent full and final settlement of any and all claims you have arising out of your employment or contract employment by Customer. 5. Mutual Confidentiality. Customer and Consultants acknowledge and agree that the Specifications and all other documents and information related to the performance production creation or any expression of the services or work product are the property of Customer. Materials provided between Consultants and Customer the Confidential Information including but not limited to documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall be the exclusive property of the respected owner the Owning Party and will constitute valuable trade secrets. Both parties shall continue to keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without prior written consent from the owning party disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public or had been previously made available by the owning party in public venue. 6. Equipment and Expenses. If Customer has made available to Consultants for Consultants use in performing the services for Customer such items of hardware and software as Customer and Consultants may agree are reasonably necessary for such purpose Consultants are obligated to return all Customer property currently in their possession at time and place of Customers choice. The following equipment and or services have been made available to Consultants and are hereby required to be return to Customer.
a Insert Equipment or Services description here b Insert Equipment or Services description here c Insert Equipment or Services description here 7. Expenses. Consultants will not be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect without the express written approval of Customer. 8. General Provisions. 8 Entire Agreement. This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto. 8 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Consultants and their respective successors and assigns provided that Consultants may not assign any of his obligations under this Agreement without Customers prior written consent. 8 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 8 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 8 No Right to Assign. Consultants have no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Customer which consent can be withheld for any reason. Customer may freely assign its rights and obligations under this Agreement.
8 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed
company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Consultant Initials