Graphic Design Agreement - Template, Sample Form Online Pro · US-law

GRAPHIC DESIGN SERVICES AGREEMENT

This Graphic Design Services Agreement (hereinafter the “Agreement”) is made and entered into effective as of ________ (the “Effective Date”), by and between the following parties:

________, hereinafter referred to as “Client,” having an address at:

________
Email: ________

and ________, hereinafter referred to as “Designer,” having an address at:

________
Email: ________

Client and Designer are each referred to herein as a “Party” and collectively as the “Parties.” In consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

§ 1. SCOPE; INDEPENDENT CONTRACTOR STATUS

1.1 This Agreement sets forth the terms and conditions whereby Designer agrees to produce certain works (as described below) for Client. Designer is engaged solely and exclusively for the limited purpose of providing such works to the Client.

1.2 The Parties expressly agree that Designer is an independent contractor and not an employee, agent, partner, joint venturer, or legal representative of the Client. Neither Party is, by virtue of this Agreement, authorized to bind or incur any obligation on behalf of the other. Except as specifically set forth herein, neither Party shall have the power to control the activities and operations of the other, and Designer’s status at all times shall continue to be that of an independent contractor.

1.3 Designer shall be solely responsible for the means, methods, and manner by which the Works are produced, subject to the requirements of this Agreement.

§ 2. DESCRIPTION OF SERVICES & WARRANTIES

2.1 The Client hereby engages the Designer, and the Designer accepts such engagement, to produce the following works for the Client (hereinafter, the “Works”):

________

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2.3 The deadline for the completed Works to be delivered to the Client is as follows: ________.

2.4 The Client agrees not to alter the Works unless such alterations are agreed upon by both Parties in writing.

2.5 Designer may be engaged or employed in any other business, trade, profession, or activity that does not place Designer in a conflict of interest with the Client; provided that, during the Term, Designer shall not engage in any business activities that directly compete with the business of the Client without the Client’s prior written consent.

§ 3. FEES AND EXPENSES

3.1 Client will be billed through an invoicing system on a weekly basis in the amount of $________ (________).

3.2 Designer may spend up to a maximum of the following number of hours on Client’s Works per week: ________.

3.3 Payment shall be made within the following period after receipt of each invoice: ________. For past-due invoices, the following late fee shall apply, to the maximum extent permitted by applicable law:

________

3.4 Work on the Works shall commence upon the execution of this Agreement and Designer’s receipt of the following retainer: $________ (________). Billing shall be assessed against the retainer until it is exhausted, after which Client shall be billed in accordance with this § 3.

3.5 Designer’s fees include the following number of edit rounds per Client Work: ________. Such edits include the following components:

________

3.6 If Designer does not hear from Client within the following number of days following delivery, the Works shall be deemed accepted with no further changes permitted: ________.

3.7 If the Client wishes to alter the Works beyond the description set forth in § 2.1 and beyond the included edits set forth in § 3.5, Designer shall remain entitled to all fees invoiced before any additional edits are made. Designer shall thereafter invoice for additional edits at a rate to be agreed upon by the Parties at the time such edits are requested.

3.8 The Client agrees to reimburse pre-approved expenses and costs as indicated on invoices. Such expenses and costs shall be accompanied by receipts and reasonable supporting documentation. The Parties shall agree upon any such expenses in writing prior to the expenses being incurred.

§ 4. TAXES

Designer acknowledges that Designer will receive an IRS Form 1099-NEC (or other applicable information return) from the Client to the extent required by law. Designer and Client shall each be solely responsible for all federal, state, and local taxes applicable to them, and Designer shall not be entitled to any employee benefits, workers’ compensation, unemployment insurance, or withholding of taxes on Designer’s behalf.

§ 5. DELIVERABLES AND MILESTONES

5.1 All Works are to be completed and concluded by ________.

5.2 Designer agrees to the following milestones:

________

§ 6. LIMITATION OF PURPOSE

6.1 Client agrees that Client may use the Works created by Designer only for the limited purposes outlined by this Agreement. Specifically, the Works may be used for the following purposes:

________

6.2 Should Client use the Works for any purpose other than those expressly authorized herein, Designer shall be free to pursue all remedies available under the law, including an action for intellectual property infringement.

§ 7. NONEXCLUSIVITY

Client and Designer acknowledge and agree that nothing contained herein establishes an exclusive relationship between the Parties. Designer shall be free to continue working for and taking on new clients without regard to Client. Designer does not require Client’s approval for any such work.

§ 8. CLIENT LEGAL REQUIREMENTS

It is the Client’s sole and exclusive responsibility to ensure that all legal requirements for Client’s business are met. Such legal requirements include, but are not limited to, ensuring that all claims on advertising and graphics are true, accurate, and may be lawfully stated, and that all products and services are lawful. Designer shall not be responsible for any legal, technical, or regulatory specifications applicable to Client’s business.

§ 9. TERMINATION

9.1 Either Party may terminate this Agreement prior to the specified end date by giving written notice to the other Party. Such notice shall be given at least the following period before the effective date of termination: ________.

9.2 This Agreement may be terminated immediately in the event of a material breach of its terms by either Party that remains uncured after written notice. However, if Client finds the Works unsatisfactory, Designer shall be given the following period to cure the Works: ________.

9.3 This Agreement shall also terminate immediately upon the death of the Designer or Client, the inability of the Designer to perform the services because of a sudden and medically documented physical or mental disability, the liquidation, dissolution, or discontinuance of the business of the Client or Designer in any manner, or the filing of any petition by or against the Client or Designer under federal or state bankruptcy or insolvency laws.

9.4 Upon termination, all fees and reimbursements accrued up to the date of termination shall be paid and provided to the Designer.

9.5 Upon expiration or termination of this Agreement, or at any other time upon the Client’s written request, Designer shall promptly:

• Deliver to the Client all deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for Designer’s use by the Client;
• Deliver to the Client all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on the Client’s confidential or proprietary information, as discussed further in § 10;
• Permanently erase all confidential or proprietary information from any of Designer’s computer systems; and
• Certify in writing to the Client that Designer has complied with the requirements of this § 9.5.

§ 10. CONFIDENTIAL OR PROPRIETARY INFORMATION

Designer acknowledges and agrees that Designer may receive confidential and/or proprietary information relating to Client’s business. Such information may include, but is not limited to, client lists, client notes, specifications, project information, plans, and technological resources. Such information is significantly important to Client’s business and has been developed or obtained over time with significant resources. Designer understands that any unauthorized disclosure of such information would be significantly detrimental to Client. Accordingly, Designer agrees that Designer shall:

I) Not disclose the confidential and/or proprietary information by any means not authorized by the Client to any third party;

II) Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Client;

III) Not disclose the confidential and/or proprietary information by any unauthorized means to any third party for a period of at least one (1) year following the termination of this Agreement (provided that trade secrets shall remain protected for so long as they qualify as such under applicable law);

IV) Not use the confidential and/or proprietary information for any purpose except those expressly authorized by the Client;

V) Inform Client immediately if Designer becomes aware of any unauthorized use or disclosure of the confidential and/or proprietary information.

Nothing in this Agreement prohibits Designer from making disclosures required by law or valid legal process, provided that Designer gives the Client reasonable prior notice (to the extent legally permitted) to enable the Client to seek a protective order.

§ 11. INTELLECTUAL PROPERTY

11.1 The Parties intend that the Works shall, to the maximum extent permitted by law, constitute “works made for hire” for the Client within the meaning of the United States Copyright Act, 17 U.S.C. § 101 et seq.

11.2 To the extent any Works do not qualify as works made for hire, and effective upon full payment of all amounts due hereunder, Designer hereby irrevocably assigns to the Client the entire right, title, and interest in and to the Works, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein, solely for the limited purposes outlined elsewhere in this Agreement. Designer agrees to execute such further documents and take such further actions as the Client may reasonably request to perfect or evidence such assignment.

11.3 All inventions, trade secrets, confidential and/or proprietary information, and work product conceived, created, or developed by Designer that are (a) used for the limited purposes outlined by this Agreement, (b) related to the Client’s actual business or research and development, or (c) developed, made, or discovered by Designer in the course of performing Designer’s duties for the Client, shall be the property of the Client, subject to the terms of this § 11.

§ 12. PORTFOLIO USE

Notwithstanding the foregoing, Designer shall be permitted to use the Works in Designer’s professional portfolio after such Works have been made public by the Client. Nothing contained herein shall limit Designer’s such right.

§ 13. CREDIT

Client shall credit Designer’s name on Works created hereunder in a manner agreed to by the Parties in writing prior to the release of the Works to the public.

§ 14. INDEMNIFICATION

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§ 15. LIMITATION OF LIABILITY

Except for the indemnification obligations under § 14 and breaches of confidentiality under § 10, in no event shall either Party be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement. Designer’s aggregate liability arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Designer hereunder.

§ 16. SURVIVAL

Any provision of this Agreement that by its terms imposes continuing obligations on either Party shall survive the termination or expiration of this Agreement.

§ 17. DISPUTE RESOLUTION

In the event of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If such personal resolution attempts fail, the Parties shall submit the dispute to binding arbitration administered in accordance with the rules of a recognized arbitration body and the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The arbitration shall be conducted in the county and state noted in the GOVERNING LAW provision of this Agreement, before a single arbitrator, who shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of ________. Each Party shall bear its own costs and fees. Claims subject to arbitration include, but are not limited to, contract claims, tort claims, and claims based on federal, state, and local laws, ordinances, statutes, or regulations. Intellectual property claims by Designer shall not be subject to arbitration and may, as an exception to this provision, be litigated in court. The Parties waive any right they may have to a jury trial with respect to any arbitrable claim.

§ 18. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the internal laws of the State of ________, without giving effect to any choice or conflict of law provision or rule. Each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county in any legal suit, action, or proceeding arising out of or based upon this Agreement or the Works provided hereunder: ________.

§ 19. BENEFIT; ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of each of the Parties hereto and their respective heirs, representatives, successors, and permitted assigns. Neither Party may assign this Agreement without the prior written consent of the other Party, except that the Client may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

§ 20. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail (return receipt requested) to the addresses set forth above, or by email to the email addresses set forth above with confirmation of receipt.

§ 21. COUNTERPARTS

This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall be effective as of the Effective Date set forth above.

§ 22. SEVERABILITY

In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement, and all other provisions shall continue in full force and effect as valid and enforceable.

§ 23. FORCE MAJEURE

Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authorities, riots, embargoes, epidemics, pandemics, acts of nature and natural disasters, and other acts arising from unforeseen circumstances.

§ 24. HEADINGS

Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.

§ 25. ENTIRE AGREEMENT; MODIFICATION; WAIVER

This Agreement embodies the entire agreement between the Client and Designer relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, or representations, whether written or oral. This Agreement may be changed, modified, or discharged only by a writing signed by both Parties. No waiver of any provision shall be deemed a waiver of any other provision or of any subsequent breach.

IN WITNESS WHEREOF, the Parties execute this Agreement as of the dates set forth below.

CLIENT:

Name: ________

Signature: ______________________________

Date: ________

DESIGNER:

Name: ________

Signature: ______________________________

Date: ________