Proposed Completion Date:
Description of Services – agreement as of the TODAYS DATE, between CLIENT NAME, located at CLIENT LOCATION (hereinafter referred to as the “CLIENT”) and THOMAS MAXSON, located at firstname.lastname@example.org (Boca Raton, FL) (hereinafter referred to as the “DESIGNER”) with respect to the creation of a certain Design or Designs (hereinafter referred to as the “Designs”). Whereas, DESIGNER is a professional DESIGNER of good standing; Whereas, CLIENT wishes the DESIGNER to create certain Designs described more fully herein; and Whereas, DESIGNER wishes to create such Designs; now, therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree as follows:
Description – the DESIGNER agrees to create the Designs in accordance with the following specifications:
Number of finished Designs: One (1)
The Designs shall be delivered in the form of one set of finished: camera-ready mechanicals and/or electronic mechanicals more fully described as:
Other services to be rendered by DESIGNER:
CLIENT purchase job number:
Due Dates – The DESIGNER agrees to deliver sketches within 10 days after the later of the signing of this agreement or, if the CLIENT is to provide reference, layouts, copy, or specifications, after the CLIENT has provided same to the DESIGNER. The Designs shall be delivered 7 days after the approval of sketches by the CLIENT.
Working/Billing Phases – Based on experience with long-term Design communications projects, the DESIGNER has found that it is mutually advantageous to handle each project in logical working/billing phases. Concept revisions, extensive alterations, or a switch in marketing objectives sometimes makes it impossible to accurately estimate in advance the total cost of a project. Planning the work, cost estimating, and billing in several phases permits DESIGNER or CLIENT to adjust for such revisions/or halt work before completion if a project is postponed or canceled. Any canceled project is billed only through phases and/or portions of phases that were actually completed by DESIGNER. For each project when requested, CLIENT will receive a proposal/estimate outlining the project specifications and our proposed scope of services and working/billing phases. Each proposal estimate will contain a project budget, which includes estimated fees for professional services and separate itemized costs for anticipated out-of-pocket expenses.
Upon completion of each phase CLIENT agrees to pay the DESIGNER within thirty (30) days of the date of DESIGNER’S billing, which shall be dated as of the date of delivery of the Designs. In the event that work is postponed at the request of the CLIENT, the DESIGNER shall have the right to bill pro rata for work completed through the date of that request, while reserving all other rights.
DESIGNER reserves the right to refuse completion or delivery of work until past due balances are paid in full. Billing will reflect the actual costs incurred. Valid for only thirty (30) days from date on estimate. CLIENT requested changes to original agreement will be billed additionally. The CLIENT will be notified of any price changes.
DESIGNER will begin work upon CLIENT’S approval of the written estimate. CLIENTS written approval will constitute an agreement between DESIGNER and CLIENT.
Out-of-Pocket Expenses – CLIENT agrees to reimburse the DESIGNER for all expenses of production as well as related expenses including but not limited to, printing, fonts, stock photography, photography, models, color printouts, laminating, illustrations, travel, separations, shipping and handling or courier service. expenses are itemized on each invoice. Expenses are subject to Florida sales tax unless 1) You are a nonprofit organization; or 2) the work is for resale and you have submitted a resale certificate to DESIGNER. If consultant or supervisory services are required in out-of-town locations, you will be billed lodgings, meals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.
At the time of signing this agreement, CLIENT shall pay DESIGNER $0.00 as a nonrefundable advance against expenses. If the advance exceeds expenses incurred, the credit balance shall be used to reduce the fee payable or, if the fee has been fully paid, shall be reimbursed to CLIENT.
Fees – CLIENT agrees to pay the following purchase price: $0.00 for the usage rights granted. CLIENT agrees to pay sales tax, if required.
Ownership and Return of Design(s) – Upon DESIGNER’S receipt of full payment, the mechanicals delivered to the CLIENT shall become the property of the CLIENT. The ownership of removable electronic storage media and of original artwork, including but not limited to sketches and any other materials created in the process of making the Designs as well as illustrations or photographic materials such as transparencies, shall remain with the DESIGNER and, if delivered by DESIGNER to CLIENT with the mechanicals, shall be returned to the DESIGNER by bonded messenger, air freight, or registered mail within thirty (30) days of the CLIENT’S completing its use of the mechanicals. The parties agree that the value of original Design, art, or photography is $0.00, and these originals are described as follows: — NONE —
Nature of Copy – CLIENT agrees to exercise due diligence in its direction to DESIGNER regarding preparation of materials and must be able to substantiate all claims and representations. CLIENT is responsible for all trademark, service mark, copyright and patent infringement clearances. CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare.
Telecommunications – CLIENT shall pay for all transmissions charges. DESIGNER is not responsible for any errors, omissions or extra costs resulting from faults in the telephone, cable and satellite network or from incompatibility between the sending and receiving equipment.
Over Runs and Under Runs – The CLIENT will accept over runs or under runs that do not exceed 10% of the quantity ordered on all jobs. DESIGNER will bill for actual quantity delivered within this tolerance. If the CLIENT requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.
Inspection of Books – Upon reasonable notice, any and all invoices from our vendors, time sheets and other documentation relating to your account will be available to you. Inspection at our studio by your authorized representative may be arranged during normal business hours.
Errors and Omissions – It is the CLIENT’S responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. DESIGNER is not liable for errors or omissions. Your signature or that of your authorized representative is required on all mechanicals or artwork prior to release for printing or other implementation.
Property and Supplier’s Performance – DESIGNER will take all reasonable precautions to safeguard the property you entrust to me. In the absence of negligence on my part, however, we are not responsible for loss, destruction or damage or unauthorized use by others of such property. We will use our best efforts to ensure quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise reproduced) pieces. Although we may use our best efforts to guard against any loss to you through the failure of our vendors, media, or others to perform in accordance with their commitments, DESIGNER is not responsible for failure on their part.
If you select your own vendors, other than those recommended by us, you may request that we coordinate their work. if at all possible, we will attempt to do so, but we cannot in anyway be held responsible for quality, price, performance or delivery.
Lien – All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied.
Rights of Ownership – Once a project has been delivered by DESIGNER and is fully paid for by CLIENT, DESIGNER will assign the reproduction rights of the Designs for the use(s) described in the proposal.
According to the copyright Law of 1976, the rights to all Designs and art work, including but not limited to photography and or illustration created by independent photographers or illustrators retained by DESIGNER, or purchased from a stock agency on your behalf, remain with the individual DESIGNER, artist, photographer or illustrator. Unless a purchase of “all rights” (a Buyout) is negotiated with DESIGNER and/or his/her authorized representative, you may not use or reproduce the Designs or the images therein for a purpose other than the one(s) originally stipulated. If you wish to use the Designs we have created and/or the images within it for another purpose or project, including a reprint or exhibition, you must contact us to arrange the transfer of rights and any additional fees before proceeding. If printing or other implementation is done through your vendors, you agree to return to us all our original mechanicals and artwork (slides, prints, drawings, separations, etc.) within two weeks, and to provide us with printed samples of each project.
DESIGNER reserves the right to photograph and/or distribute or publish for our firms promotional and marketing needs any work we create for you, including mock-ups and comprehensive presentations, as samples for our portfolio (in print and digital), firm news letter, brochures, slide presentations and similar media. DESIGNER agrees to store mechanical boards and computer disks for a period of 6 months beyond the delivery of a job. Thereupon, DESIGNER reserves the right to discard them.
Additional Usage – If CLIENT wishes to make any additional uses of the Designs, CLIENT agrees to seek permission from the DESIGNER and make such payments as are agreed to between the parties at that time.
Reservation of Rights – All rights not expressly granted hereunder are reserved to the DESIGNER, including but not limited to all rights in sketches, comps, or other preliminary materials created by the DESIGNER.
Term and Termination – The term of this agreement will continue for work in progress until terminated by either of us upon thirty (30) days written notice. If you should direct the DESIGNER at any time to cancel, terminate or “put on hold” any previously authorized purchase, I will promptly do so, provided you hold me harmless for any cost incurred as a result.
Upon termination of this agreement, DESIGNER will transfer to CLIENT all your property and materials in my control and for which you have paid. CLIENT will indemnify and hold DESIGNER harmless for any loss or expense (including attorney’s fees), and agree to defend DESIGNER in any actual suit, claim or action arising in any way from our working relationship. this includes, but is not limited to assertions made against CLIENT and any of its products and services arising from the publication of materials that we prepare and you approve before publication.
Production Schedules – Production schedules will be established and adhered to by both CLIENT and DESIGNER, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of god or other causes beyond the control of the CLIENT or the DESIGNER. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly.
Copyright Notice – Copyright notice in the name of the DESIGNER SHALL / SHALL NOT accompany the Designs when reproduced.
Authorship Credit – Authorship credit in the name of the DESIGNER SHALL / SHALL NOT accompany the Designs when reproduced.
Additional Provisions – The validity and enforceability of this agreement will be interpreted in accordance with the laws of the State of Florida applicable to agreements entered into and performed in the State of Florida. This agreement is our entire understanding and may not be modified in any respect except in an executed agreement.
If DESIGNER must retain attorneys to collect our invoices, DESIGNER will be entitled to reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.