Sei sulla pagina 1di 15

STANDARD FORM OF AGREEMENT FOR DESIGN SERVICES

This Agreement for design services is between Designer Name ("Designer"), and Client
Name (Client), for the performance of the services described in the proposal sent to
Client on Proposal delivery date ("Proposal") The parties therefore agree as follows!
Basic Terms and Conditions
1. DEFINITIONS
As "sed herein and thro"gho"t this Agreement!
## Agreement means the entire content of this $asic Terms and Conditions doc"ment,
the Proposal doc"ment(s), %ched"le A, together with any other %"pplements designated
below, together with any e&hibits, sched"les or attachments hereto
#' Client Content means all materials, information, photography, writings and other
creative content provided by Client for "se in the preparation of and(or incorporation in
the Deliverables
#) Copyrights means the property rights in original wor*s of a"thorship, e&pressed in a
tangible medi"m of e&pression, as defined and enforceable "nder +% Copyright ,aw
#- Deliverables means the services and wor* prod"ct specified in the Proposal to be
delivered by Designer to Client, in the form and media specified in the Proposal
#. Designer Tools means all design tools developed and(or "tili/ed by Designer in
performing the %ervices, incl"ding witho"t limitation pre0e&isting and newly developed
software incl"ding so"rce code, 1eb a"thoring tools, type fonts, and application tools,
together with any other software, or other inventions whether or not patentable, and
general non0copyrightable concepts s"ch as website design, architect"re, layo"t,
navigational and f"nctional elements
#2 Final Art means all creative content developed or created by Designer, or
commissioned by Designer, e&cl"sively for the Pro3ectand incorporated into and
delivered as part of the 4inal Deliverables, incl"ding and by way of e&ample, not
limitation, any and all vis"al designs, vis"al elements, graphic design, ill"stration,
photography, animation, so"nds, typographic treatments and te&t, modifications to Client
Content, and Designer5s selection, arrangement and coordination of s"ch elements
together with Client Content and(or Third Party 6aterials
#7 Final Deliverables means the final versions of Deliverables provided by Designer and
accepted by Client
#8 Preliminary Works means all artwor* incl"ding, b"t not limited to, concepts, s*etches,
vis"al presentations, or other alternate or preliminary designs and doc"ments developed
by Designer and which may or may not be shown and or delivered to Client for
consideration b"t do not form part of the 4inal Art
#9 Project means the scope and p"rpose of the Client5s identified "sage of the wor*
prod"ct as described in the Proposal
##: Services means all services and the wor* prod"ct to be provided to Client by
Designer as described and otherwise f"rther defined inthe Proposal
### Third Party Materials means proprietary third party materials which are
incorporated into the 4inal Deliverables, incl"ding witho"t limitation stoc* photography
or ill"stration
##' Trademarks means trade names, words, symbols, designs, logos or other devices or
designs "sed in the 4inal Deliverables to designate the origin or so"rce of the goods or
services of Client
2. PROPOSAL
The terms of the Proposal shall be effective for ): days after presentation to Client ;n the
event this Agreement is not e&ec"ted by Client within the time identified, the Proposal,
together with any related terms and conditions and deliverables, may be s"b3ect to
amendment, change or s"bstit"tion
3. FEES AND CHARGES
)# Fees ;n consideration of the %ervices to be performed by Designer, Client shall pay
to Designer fees in the amo"nts and according to the payment sched"le set forth in the
Proposal, and all applicable sales, "se or val"e added ta&es, even if calc"lated or assessed
s"bse<"ent to the payment sched"le
)' Epenses Client shall pay Designer5s e&penses inc"rred in connection with this
Agreement as follows! (a) incidental and o"t0of0 poc*et e&penses incl"ding b"t not
limited to costs for telephone calls, postage, shipping, overnight co"rier, service b"rea"s,
typesetting, bl"eprints, models, presentation materials, photocopies, comp"ter e&penses,
par*ing fees and tolls, and ta&is at cost pl"s Designer5s standard mar*"p of ):=, and, if
applicable, a mileage reimb"rsement at > Cost Per 6ile per mile? and (b) travel e&penses
incl"ding transportation, meals, and lodging, inc"rred by Designer with Client5s prior
approval
)) Additional Costs The Pro3ect pricing incl"des Designer5s fee only Any and all
o"tside costs incl"ding, b"t not limited to, e<"ipment rental, photographer5s costs and
fees, photography and(or artwor* licenses, prototype prod"ction costs, talent fees, m"sic
licenses and online access or hosting fees, will be billed to Client "nless specifically
otherwise provided for in the Proposal
)- !nvoices All invoices are payable within ): days of receipt A monthly service charge
of #.= @or the greatest amo"nt allowed by state lawA is payable on all overd"e balances
Payments will be credited first to late payment charges and ne&t to the "npaid balance
Client shall be responsible for all collection or legal fees necessitated by lateness or
defa"lt in payment Designer reserves the right to withhold delivery and any transfer of
ownership of any c"rrent wor* if acco"nts are not c"rrent or overd"e invoices are not
paid in f"ll All grants of any license to "se or transfer of ownership of any intellect"al
property rights "nder this Agreement are conditioned "pon receipt of payment in f"ll
which shall be incl"sive of any and all o"tstanding Additional Costs, Ta&es, B&penses,
and 4ees, Charges, or the costs of Changes
4. CHANGES
-# "eneral Changes +nless otherwise provided in the Proposal, and e&cept as otherwise
provided for herein, Client shall pay additional charges for changes re<"ested by Client
which are o"tside the scope of the %ervices on a time and materials basis, at Designer5s
standard ho"rly rate of Co"r Date per ho"r %"ch charges shall be in addition to all other
amo"nts payable "nder the Proposal, despite any ma&im"m b"dget, contract price or final
price identified therein Designer may e&tend or modify any delivery sched"le or
deadlines in the Proposal and Deliverables as may be re<"ired by s"ch Changes
-' S#bstantive Changes ;f Client re<"ests or instr"cts Changes that amo"nt to a revision
of at least #.= of the time re<"ired to prod"ce the Deliverables, and or the val"e or scope
of the %ervices, Designer shall be entitled to s"bmit a new and separate Proposal to Client
for written approval 1or* shall not begin on the revised services "ntil a f"lly signed
revised Proposal and, if re<"ired, any additional retainer fees are received by Designer
-) Timing Designer will prioriti/e performance of the %ervices as may be necessary or
as identified in the Proposal, and will "nderta*e commercially reasonable efforts to
perform the %ervices within the time(s) identified in the Proposal Client agrees to review
Deliverables within the time identified for s"ch reviews and to promptly either, (i)
approve the Deliverables in writing or (ii) provide written comments and(or corrections
s"fficient to identify the Client5s concerns, ob3ections or corrections to Designer The
Designer shall be entitled to re<"est written clarification of any concern, ob3ection or
correction Client ac*nowledges and agrees that Designer5s ability to meet any and all
sched"les is entirely dependent "pon Client5s prompt performance of its obligations to
provide materials and written approvals and(or instr"ctions p"rs"ant to the Proposal and
that any delays in Client5s performance or Changes in the %ervices or Deliverables
re<"ested by Client may delay delivery of the Deliverables Any s"ch delay ca"sed by
Client shall not constit"te a breach of any term, condition or Designer5s obligations "nder
this Agreement
-- Testing and Acceptance Designer will e&ercise commercially reasonable efforts to
test Deliverables re<"iring testing and to ma*e all necessary corrections prior to
providing Deliverables to Client Client, within . b"siness days of receipt of each
Deliverable, shall notify Designer, in writing, of any fail"re of s"ch Deliverable to
comply with the specifications set forth in the Proposal, or of any other ob3ections,
corrections, changes or amendments Client wishes made to s"ch Deliverable Any s"ch
written notice shall be s"fficient to identify with clarity any ob3ection, correction or
change or amendment, and Designer will "nderta*e to ma*e the same in a commercially
timely manner Any and all ob3ections, corrections, changes or amendments shall be
s"b3ect to the terms and conditions of this Agreement ;n the absence of s"ch notice from
Client, the Deliverable shall be deemed accepted
5. CLIENT RESPONSIBILITIES
Client ac*nowledges that it shall be responsible for performing the following in a
reasonable and timely manner!
(a) coordination of any decision0ma*ing with parties other than the Designer?
(b) provision of Client Content in a form s"itable for reprod"ction or incorporation into
the Deliverables witho"t f"rther preparation, "nless otherwise e&pressly provided in the
Proposal? and
(c) final proofreading and in the event that Client has approved Deliverables b"t errors,
s"ch as, by way of e&ample, not limitation, typographic errors or misspellings, remain in
the finished prod"ct, Client shall inc"r the cost of correcting s"ch errors
6. ACCREDITATION/PROMOTIONS
All displays or p"blications of the Deliverables shall bear accreditation and(or copyright
notice in Designer5s name in the form, si/e and location as incorporated by Designer in
the Deliverables, or as otherwise directed by Designer Designer retains the right to
reprod"ce, p"blish and display the Deliverables in Designer5s portfolios and websites,
and in galleries, design periodicals and other media or e&hibits for the p"rposes of
recognition of creative e&cellence or professional advancement, and to be credited with
a"thorship of the Deliverables in connection with s"ch "ses Bither party, s"b3ect to the
other5s reasonable approval, may describe its role in relation to the Pro3ect and, if
applicable, the services provided to the other party on its website and in other
promotional materials, and, if not e&pressly ob3ected to, incl"de a lin* to the other party5s
website
7. CONFIDENTIAL INFORMATION
Bach party ac*nowledges that in connection with this Agreement it may receive certain
confidential or proprietary technical and b"siness information and materials of the other
party, incl"ding witho"t limitation Preliminary 1or*s (EConfidential ;nformationF) Bach
party, its agents and employees shall hold and maintain in strict confidence all
Confidential ;nformation, shall not disclose Confidential ;nformation to any third party,
and shall not "se any Confidential ;nformation e&cept as may be necessary to perform its
obligations "nder the Proposal e&cept as may be re<"ired by a co"rt or governmental
a"thority Notwithstanding the foregoing, Confidential ;nformation shall not incl"de any
information that is in the p"blic domain or becomes p"blicly *nown thro"gh no fa"lt of
the receiving party, or is otherwise properly received from a third party witho"t an
obligation of confidentiality
8. RELATIONSHIP OF THE PARTIES
8# !ndependent Contractor Designer is an independent contractor, not an employee of
Client or any company affiliated with Client Designer shall provide the %ervices "nder
the general direction of Client, b"t Designer shall determine, in Designer5s sole
discretion, the manner and means by which the %ervices are accomplished This
Agreement does not create a partnership or 3oint vent"re and neither party is a"thori/ed to
act as agent or bind the other party e&cept as e&pressly stated in this Agreement Designer
and the wor* prod"ct or Deliverables prepared by Designer shall not be deemed a wor*
for hire as that term is defined "nder Copyright ,aw All rights, if any, granted to Client
are contract"al in nat"re and are wholly defined by the e&press written agreement of the
parties and the vario"s terms and conditions of this Agreement
8' Designer Agents Designer shall be permitted to engage and(or "se third party
designers or other service providers as independent contractors in connection with the
%ervices (EDesign AgentsF) Notwithstanding, Designer shall remain f"lly responsible for
s"ch Design Agents5 compliance with the vario"s terms and conditions of this Agreement
8) $o Solicitation D"ring the term of this Agreement, and for a period of si& (2) months
after e&piration or termination of this Agreement, Client agrees not to solicit, recr"it,
engage or otherwise employ or retain, on a f"ll0time, part0time, cons"lting, wor*0for0hire
or any other *ind of basis, any Designer, employee or Design Agent of Designer, whether
or not said person has been assigned to perform tas*s "nder this Agreement ;n the event
s"ch employment, cons"ltation or wor*0for0hire event occ"rs, Client agrees that Designer
shall be entitled to an agency commission to be the greater of, either (a) '. percent of
said person5s starting salary with Client, or (b) '. percent of fees paid to said person if
engaged by Client as an independent contractor ;n the event of (a) above, payment of the
commission will be d"e within ): days of the employment starting date ;n the event of
(b) above, payment will be d"e at the end of any month d"ring which the independent
contractor performed services for Client Designer, in the event of nonpayment and in
connection with this section, shall be entitled to see* all remedies "nder law and e<"ity
8- $o Ecl#sivity The parties e&pressly ac*nowledge that this Agreement does not
create an e&cl"sive relationship between the parties Client is free to engage others to
perform services of the same or similar nat"re to those provided by Designer, and
Designer shall be entitledto offer and provide design services to others, solicit other
clients and otherwise advertise the services offered by Designer
9. WARRANTIES AND REPRESENTATIONS
9# %y Client Client represents, warrants and covenants to Designer that
(a) Client owns all right, title, and interest in, or otherwise has f"ll right and a"thority to
permit the "se of the Client Content,
(b) to the best of Client5s *nowledge, the Client Content does not infringe the rights of
any third party, and "se of the Client Content as well as any Trademar*s in connection
with the Pro3ect does not and will not violate the rights of any third parties,
(c) Client shall comply with the terms and conditions of any licensing agreements which
govern the "se of Third Party 6aterials, and
(d) Client shall comply with all laws and reg"lations as they relate to the %ervices and
Deliverables
9' %y Designer
(a) Designer hereby represents, warrants and covenants to Client that Designer will
provide the %ervices identified in the Agreement ina professional and wor*manli*e
manner and in accordance with all reasonable professional standards for s"ch services
(b) Designer f"rther represents, warrants and covenants to Client that (i) e&cept for Third
Party 6aterials and Client Content, the 4inal Deliverables shall be the original wor* of
Designer and(or its independent contractors, (ii) in the event that the 4inal Deliverables
incl"de the wor* of independent contractors commissioned for the Pro3ect by Designer,
Designer shall have sec"re agreements from s"ch contractors granting all necessary
rights, title, and interest in and to the 4inal Deliverables s"fficient for Designer to grant
the intellect"al property rights provided in this Agreement, and (iii) to the best of
Designer5s *nowledge, the 4inal Art provided by Designer and Designer5s s"bcontractors
does not infringe the rights of any party, and "se of same in connection with the
Pro3ect will not violate the rights of any third parties ;n the event Client or third parties
modify or otherwise "se the Deliverables o"tside of the scopeor for any p"rpose not
identified in the Proposal or this Agreement or contrary to the terms and conditions noted
herein, all representations and warranties of Designer shall be void
(c) BGCBPT 4HD TIB BGPDB%% DBPDB%BNTAT;HN% AND 1ADDANT;B%
%TATBD ;N TI;% AJDBB6BNT, DB%;JNBD 6AKB% NH 1ADDANT;B%
1IAT%HBLBD DB%;JNBD BGP,;C;T,C D;%C,A;6% ANC HTIBD
1ADDANT;B% H4 ANC K;ND, B;TIBD BGPDB%%HD ;6P,;BD, ;NC,+D;NJ $+T
NHT ,;6;TBD TH 1ADDANT;B% H4 6BDCIANTA$;,;TC HD 4;TNB%% 4HD A
PADT;C+,AD P+DPH%B HD CH6P,;ANCB 1;TI ,A1% HD JHLBDN6BNT
D+,B% HD DBJ+,AT;HN% APP,;CA$,B TH TIB PDHMBCT
1. INDEMNIFICATION/LIABILIT!
#:# %y Client Client agrees to indemnify, save and hold harmless Designer from any
and all damages, liabilities, costs, losses or e&penses arising o"t of any claim, demand, or
action by a third party arising o"t of any breach of Client5s responsibilities or obligations,
representations or warranties "nder this Agreement +nder s"ch circ"mstances Designer
shall promptly notify Client in writing of any claim or s"it?
(a) Client has sole control of the defense and all related settlement negotiations? and
(b) Designer provides Client with commercially reasonable assistance, information and
a"thority necessary to perform Client5s obligations "nder this section Client will
reimb"rse the reasonable o"t0of0poc*et e&penses inc"rred by Designer in providing s"ch
assistance
#:' %y Designer %"b3ect to the terms, conditions, e&press representations and
warranties provided in this Agreement, Designer agrees to indemnify, save and hold
harmless Client from any and all damages, liabilities, costs, losses or e&penses arising o"t
of any finding of fact which is inconsistent with Designer5s representations and
warranties made herein, e&cept in the event any s"ch claims, damages, liabilities, costs,
losses or e&penses arise directly as a res"lt of gross negligence or miscond"ct of Client
provided that
(a) Client promptly notifies Designer in writing of the claim?
(b) Designer shall have sole control of the defense and all related settlement negotiations?
and
(c) Client shall provide Designer with the assistance, information and a"thority necessary
to perform Designer5s obligations "nder this section Notwithstanding the foregoing,
Designer shall have no obligation to defend or otherwise indemnify Client for any claim
or adverse finding of fact arising o"t of or d"e to Client Content, any "na"thori/ed
content, improper or illegal "se, or the fail"re to "pdate or maintain any Deliverables
provided by Designer
#:) &imitation o' &iability TIB %BDL;CB% AND TIB 1HDK PDHD+CT H4
DB%;JNBD ADB %H,D EA% ;%F ;N A,, C;DC+6%TANCB%, TIB 6AG;6+6
,;A$;,;TC H4 DB%;JNBD, ;T% D;DBCTHD%, H44;CBD%, B6P,HCBB%, DB%;JN
AJBNT% AND A44;,;ATB% (EDB%;JNBD PADT;B%F), TH C,;BNT 4HD DA6AJB%
4HD ANC AND A,, CA+%B% 1IAT%HBLBD, AND C,;BNT5% 6AG;6+6
DB6BDC, DBJADD,B%% H4 TIB 4HD6 H4 ACT;HN, 1IBTIBD ;N CHNTDACT,
THDT HD HTIBD1;%B, %IA,, $B ,;6;TBD TH TIB NBT PDH4;T H4
DB%;JNBD ;N NH BLBNT %IA,, DB%;JNBD $B ,;A$,B 4HD ANC ,H%T DATA
HD CHNTBNT, ,H%T PDH4;T%, $+%;NB%% ;NTBDD+PT;HN HD 4HD ANC
;ND;DBCT, ;NC;DBNTA,, %PBC;A,, CHN%BN+BNT;A,, BGB6P,ADC HD
P+N;T;LB DA6AJB% AD;%;NJ H+T H4 HD DB,AT;NJ TH TIB 6ATBD;A,% HD
TIB %BDL;CB% PDHL;DBD $C DB%;JNBD, BLBN ;4 DB%;JNBD IA% $BBN
ADL;%BD H4 TIB PH%%;$;,;TC H4 %+CI DA6AJB%, AND
NHT1;TI%TAND;NJ TIB 4A;,+DB H4 B%%BNT;A, P+DPH%B H4 ANC
,;6;TBD DB6BDC
11. TERM AND TERMINATION
### This Agreement shall commence "pon the Bffective Date and shall remain effective
"ntil the %ervices are completed and delivered
##' This Agreement may be terminated at any time by either party effective immediately
"pon notice, or the m"t"al agreement of the parties, or if any party!
(a) becomes insolvent, files a petition in ban*r"ptcy, ma*es an assignment for the benefit
of its creditors? or
(b) breaches any of its material responsibilities or obligations "nder this Agreement,
which breach is not remedied within #: days from receipt of written notice of s"ch
breach
##) ;n the event of termination, Designer shall be compensated for the %ervices
performed thro"gh the date of termination in the amo"nt of (a) any advance payment, (b)
a prorated portion of the fees d"e, or (c) ho"rly fees for wor* performed by Designer or
Designer5s agents as of the date of termination, whichever is greater? and Client shall pay
all B&penses, fees, o"t of poc*ets together with any Additional Costs inc"rred thro"gh
and "p to, the date of cancellation
##- ;n the event of termination by Client and "pon f"ll payment of compensation as
provided herein, Designer grants to Client s"ch right and title as provided for in %ched"le
A of this Agreement with respect to those Deliverables provided to, and accepted by
Client as of the date of termination
##. +pon e&piration or termination of this Agreement! (a) each party shall ret"rn or, at
the disclosing party5s re<"est, destroy the Confidential ;nformation of the other party, and
(b) other than as provided herein, all rights and obligations of each party "nder this
Agreement, e&cl"sive of the %ervices, shall s"rvive
12. GENERAL
#'# Modi'ication(Waiver This Agreement may be modified by the parties Any
modification of this Agreement m"st be in writing, e&cept that Designer5s invoices may
incl"de, and Client shall pay, e&penses or costs that Client a"thori/es by electronic mail
in cases of e&treme time sensitivity 4ail"re by either party to enforce any right or see* to
remedy any breach "nder this Agreement shall not be constr"ed as a waiver of s"ch rights
nor shall a waiver by either party of defa"lt in one or more instances be constr"ed as
constit"ting a contin"ing waiver or as a waiver of any other breach
#'' $otices All notices to be given here"nder shall be transmitted in writing either by
facsimile or electronic mail with ret"rn confirmation of receipt or by certified or
registered mail, ret"rn receipt re<"ested, and shall be sent to the addresses identified
below, "nless notification of change of address is given in writing Notice shall be
effective "pon receipt or in the case of fa& or email, "pon confirmation of receipt
#') $o Assignment Neither party may assign, whether in writing or orally, or enc"mber
its rights or obligations "nder this Agreement or permit the same to be transferred,
assigned or enc"mbered by operation of law or otherwise, witho"t the prior written
consent of the other party
#'- Force Maje#re Designer shall not be deemed in breach of this Agreement if
Designer is "nable to complete the %ervices or any portion thereof by reason of fire,
earth<"a*e, labor disp"te, act of Jod or p"blic enemy, death, illness or incapacity of
Designer or any local, state, federal, national or international law, governmental order or
reg"lation or any other event beyond Designer5s control (collectively, E4orce 6a3e"re
BventF) +pon occ"rrence of any 4orce 6a3e"re Bvent, Designer shall give notice to
Client of its inability to perform or of delay in completing the %ervices and shall propose
revisions to the sched"le for completion of the %ervices
#'. "overning &a) and Disp#te *esol#tion The formation, constr"ction, performance
and enforcement of this Agreement shall be in accordance with the laws of the +nited
%tates and the state of %tate witho"t regard to its conflict of law provisions or the conflict
of law provisions of any other 3"risdiction ;n the event of a disp"te arising o"t of this
Agreement, the parties agree to attempt to resolve any disp"te by negotiation between the
parties ;f they are "nable to resolve the disp"te, either party may commence mediation
and(or binding arbitration thro"gh the American Arbitration Association, or other for"m
m"t"ally agreed to by the parties The prevailing party in any disp"te resolved by binding
arbitration or litigation shall be entitled to recover its attorneys5 fees and costs ;n all
other circ"mstances, the parties specifically consent to the local, state and federal co"rts
located in the state of %tate The parties hereby waive any 3"risdictional or ven"e defenses
available to them and f"rther consent to service of process by mail Client ac*nowledges
that Designer will have no ade<"ate remedy at law in the event Client "ses the
deliverables in any way not permitted here"nder, and hereby agrees that Designer shall be
entitled to e<"itable relief by way of temporary and permanent in3"nction, and s"ch other
and f"rther relief at law or e<"ity as any arbitrator or co"rt of competent 3"risdiction may
deem 3"st and proper, in addition to any and all other remedies provided for herein
#'2 Severability 1henever possible, each provision of this Agreement shall be
interpreted in s"ch manner as to be effective and valid "nder applicable law, b"t if any
provision of this Agreement is held invalid or "nenforceable, the remainder of this
Agreement shall nevertheless remain in f"ll force and effect and the invalid or
"nenforceable provision shall be replaced by a valid or enforceable provision
#'7 +eadings The n"mbering and captions of the vario"s sections are solely for
convenience and reference only and shall not affect the scope, meaning, intent or
interpretation of the provisions of this Agreement nor shall s"ch headings otherwise be
given any legal effect
#'8 !ntegration This Agreement comprises the entire "nderstanding of the parties hereto
on the s"b3ect matter herein contained, and s"persedes and merges all prior and
contemporaneo"s agreements, "nderstandings and disc"ssions between the parties
relating to the s"b3ect matter of this Agreement ;n the event of a conflict between the
Proposal and any other Agreement doc"ments, the terms of the Proposal shall control
This Agreement comprises this $asic Terms and Conditions doc"ment, the Proposal,
%ched"le A below, @and the following doc"ments!A
Defer f"rther doc"ments, if any
$y their e&ec"tion, the parties hereto have agreed to all of the terms and conditions of
this Agreement effective as of the last date of signat"re, and each signatory represents
that it has the f"ll a"thority to enter into this Agreement and to bind her(his respective
party to all of the terms and conditions herein

S"#$%&'$ A( I)*$''$"*&+' P,-.$,*/ P,-0121-)2
1. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART
## Client Content Client Content, incl"ding all pre0e&isting Trademar*s, shall remain
the sole property of Client or its respective s"ppliers, and Client or its s"ppliers shall be
the sole owner of all rights in connection therewith Client hereby grants to Designer a
none&cl"sive, nontransferable license to "se, reprod"ce, modify, display and p"blish the
Client Content solely in connection with Designer5s performance of the %ervices and
limited promotional "ses of the Deliverables as a"thori/ed in this Agreement
#' Third Party Materials All Third Party 6aterials are the e&cl"sive property of their
respective owners Designer shall inform Client of all Third Party 6aterials that may be
re<"ired to perform the %ervices or otherwise integrated into the 4inal Art +nder s"ch
circ"mstances Designer shall inform Client of any need to license, at Client5s e&pense,
and "nless otherwise provided for by Client, Client shall obtain the license(s) necessary
to permit Client5s "se of the Third Party 6aterials consistent with the "sage rights
granted herein ;n the event Client fails to properly sec"re or otherwise arrange for any
necessary licenses or instr"cts the "se of Third Party 6aterials, Client hereby
indemnifies, saves and holds harmless Designer from any and all damages, liabilities,
costs, losses or e&penses arising o"t of any claim, demand, or action by a third party
arising o"t of Client5s fail"re to obtain copyright, trademar*, p"blicity, privacy,
defamation or other releases or permissions with respect to materials incl"ded in the 4inal
Art
#) Preliminary Works Designer retains all rights in and to all Preliminary 1or*s Client
shall ret"rn all Preliminary 1or*s to Designer within ): days of completion of the
%ervices and all rights in and to any Preliminary 1or*s shall remain the e&cl"sive
property of Designer
#- ,riginal Art)ork Designer retains all right and title in and to any original artwor*
comprising 4inal Art, incl"ding all rights to display or sell s"ch artwor* Client shall
ret"rn all original artwor* to Designer within ): days of completion of the %ervices
#. Trademarks +pon completion of the %ervices and e&pressly conditioned "pon f"ll
payment of all fees, costs and o"t0of0 poc*et e&penses d"e, Designer assigns to Client all
ownership rights, incl"ding any copyrights, in and to any artwor*s or designs comprising
the wor*s created by Designer for "se by Client as a Trademar* Designer shall cooperate
with Client and shall e&ec"te any additional doc"ments reasonably re<"ested by Client to
evidence s"ch assignment Client shall have sole responsibility for ens"ring that any
proposed trademar*s or 4inal Deliverables intended to be a Trademar* are available for
"se in commerce and federal registration and do not otherwise infringe the rights of any
third party Client hereby indemnifies, saves and holds harmless Designer from any and
all damages, liabilities, costs, losses or e&penses arising o"t of any claim, demand, or
action by any third party alleging any infringement arising o"t of Client5s "se and(or
fail"re to obtain rights to "se or "se of the Trademar*
#2 Designer Tools All Designer Tools are and shall remain the e&cl"sive property of
Designer Designer hereby grants to Client a none&cl"sive, nontransferable (other than
the right to s"blicense s"ch "ses to Client5s web hosting or internet service providers),
perpet"al, worldwide license to "se the Designer Tools solely to the e&tent necessary with
the 4inal Deliverables for the Pro3ect Client may not directly or indirectly, in any form or
manner, decompile, reverse engineer, create derivative wor*s or otherwise disassemble or
modify any Designer Tools comprising any software or technology of Designer
2. RIGHTS TO FINAL ART
@Final Art o)nership options- choose A.&icense /either limited #sage0 ecl#sive license
)ith no modi'ication rights0 or ecl#sive license )ith modi'ication rights 1 all licenses
incl#de li2#idation 'or #nlicensed #se3 or %.Assignment4 %e s#re to delete all alternates
not chosen or #se the appropriate branched version o' this doc#ment4 Speci'y
appropriate media 'or each provision!A
2.A (1) (a) License for limited usage, no modification rights:
'# 4or print AND(HD online(interactive AND(HD three0dimensional media! +pon
completion of the %ervices, and e&pressly s"b3ect to f"ll payment of all fees, costs and
o"t0of0poc*et e&penses d"e, Designer grants to Client the rights in the 4inal Art as set
forth below Any additional "ses not identified herein re<"ire an additional license and
may re<"ire an additional fee All other rights are e&pressly reserved by Designer The
rights granted to Client are for the "sage of the 4inal Art in its original form only Client
may not crop, distort, manip"late, reconfig"re, mimic, animate, create derivative wor*s
or e&tract portions or in any other manner, alter the 4inal Art
Category of "se
6edi"m of "se
D"ration of "se
Jeographic territory
;nitial press r"n
1ith respect to s"ch "sage, Client shall have!
B&cl"sive(None&cl"sive rights
,*
2.A (1)(b) Eclusi!e license, no modification rights:
'' 4or print AND(HD online(interactive AND(HD three0dimensional media! Designer
hereby grants to Client the e&cl"sive, perpet"al and worldwide right and license to "se,
reprod"ce and display the 4inal Art solely in connection with the Pro3ect as defined in the
Proposal and in accordance with the vario"s terms and conditions of this Agreement The
rights granted to Client are for "sage of the 4inal Art in its original form only Client may
not crop, distort, manip"late, reconfig"re, mimic, animate, create derivative wor*s or
e&tract portions or in any other manner, alter the 4inal Art
,*
2.A (1) (c) Eclusi!e license, "ith modification rights:
') 4or print AND(HD online(interactive AND(HD three0dimensional media! Designer
hereby grants to Client the e&cl"sive, perpet"al and worldwide right and license to "se,
reprod"ce, adapt, modify and display the 4inal Art solely in connection with the Pro3ect
as defined in the Proposal and in accordance with the terms and conditions of this
Agreement
2.A (2) Li#uidation for unlicensed use:
Client5s "se of the 4inal Art shall be limited to the "sage rights granted herein for the
Pro3ect only +se of the 4inal Art, Deliverables or any derivative wor*s thereof by Client
at any other time or location, or for another pro3ect or o"tside the scope of the rights
granted herein re<"ire an additional fee and Designer shall be entitled to f"rther
compensation e<"al to B&tra Compensation= of the original Pro3ect fee "nless otherwise
agreed in writing by both parties ;n the event of non0payment, Designer shall be entitled
to p"rs"e all remedies "nder law and e<"ity
,*
2.B Assignment:
+pon completion of the %ervices, and e&pressly s"b3ect to f"ll payment of all fees, costs
and e&penses d"e, Designer hereby assigns to Client all right, title and interest, incl"ding
witho"t limitation copyright and other intellect"al property rights, in and to the 4inal Art
Designer agrees to reasonably cooperate with Client and shall e&ec"te any additional
doc"ments reasonably necessary to evidence s"ch assignment

5Additional three mod#les are provided as s#pplements that can be added to the
agreement as needed- Print. Speci'ic Terms and Conditions0 !nteractive.Speci'ic Terms
and Conditions and Environmental.Speci'ic Terms and Conditions46

S&..'$3$)* 1( P,1)*42.$"151" T$,32 +)% C-)%1*1-)2

# Samples Client shall provide Designer with N"mber of samples of each printed or
p"blished form of the 4inal Deliverables, for "se in Designer5s portfolio and other self0
promotional "ses %"ch samples shall be representative of the highest <"ality of the wor*
prod"ced
' Finished Work The printed wor*, and the arrangement or bro*ering of the print
services by Designer, shall be deemed in compliance with this Agreement if the final
printed prod"ct is within the acceptable variations as to *ind, <"antity, and price in
accordance with c"rrent or standard trade practices identified by the s"pplier of the print
and print0related services 1henever commercially reasonable and if available, Designer
shall provide copies of the c"rrent or standard trade practices to Client Notwithstanding,
Designer shall have no responsibility or obligation to negotiate changes or amendments
to the c"rrent or standard trade practices

S&..'$3$)* 2( I)*$,+"*10$42.$"151" T$,32 +)% C-)%1*1-)2

1. S6PPORT SERVICES
## Warranty Period E%"pport %ervicesF means commercially reasonable technical
s"pport and assistance to maintain and "pdate the Deliverables, incl"ding correcting any
errors or Deficiencies, b"t shall not incl"de the development of enhancements to the
Pro3ect or other services o"tside the scope of the Proposal D"ring the first 1arranty
O6onths months following e&piration of this Agreement (E1arranty PeriodF), if any,
Designer shall provide "p to 1arrantyOIo"rs ho"rs of %"pport %ervices at no additional
cost to Client Additional time shall be billed at Designer5s reg"lar ho"rly rate, then in
effect "pon the date of the re<"est for additional s"pport
#' Maintenance Period +pon e&piration of the 1arranty Period and at Client5s option,
Designer will provide %"pport %ervices for the following 6aintenance O6onths months
(the E6aintenance PeriodF) for a monthly fee of > 6onthly 6aintanance 4ee @or
Designer5s ho"rly fees of > Io"rly 4ee per ho"rA The parties may e&tend the
6aintenance Period beyond one year "pon m"t"al written agreement
2. ENHANCEMENTS
D"ring the 6aintenance Period, Client may re<"est that Designer develop enhancements
to the Deliverables, and Designer shall e&ercise commercially reasonable efforts to
prioriti/e Designer5s reso"rces to create s"ch enhancements The parties "nderstand that
pree&isting obligations to third parties e&isting on the date of the re<"est for
enhancements may delay the immediate e&ec"tion of any s"ch re<"ested enhancements
%"ch enhancements shall be provided on a time and materials basis at Designer5s then in
effect price for s"ch services
3. ADDITIONAL WARRANTIES AND REPRESENTATIONS
)# De'iciencies %"b3ect to the representations and warranties of Client in connection
with Client Content, Designer represents and warrants that the 4inal Deliverables will be
free from Deficiencies 4or the p"rposes of this Agreement, EDeficiencyF shall mean a
fail"re to comply with the specifications set forth in the Proposal in any material respect,
b"t shall not incl"de any problems ca"sed by Client Content, modifications, alterations or
changes made to 4inal Deliverables by Client or any third party after delivery by
Designer, or the interaction of 4inal Deliverables with third party applications s"ch as
1eb browsers other than those specified in the Proposal The parties ac*nowledge that
Client5s sole remedy and Designer5s sole liability for a breach of this %ection is the
obligation of Designer to correct any Deficiency identified within the 1arranty Period ;n
the event that a Deficiency is ca"sed by Third Party 6aterials provided or specified by
Designer, Designers sole obligation shall be to s"bstit"te alternative Third Party
6aterials
)' Designer Tools %"b3ect to the representations and warranties of the Client in
connection with the materials s"pplied by Client, Designer represents and warrants that,
to the best of Designer5s *nowledge, the Designer Tools do not *nowingly infringe the
rights of any third party, and "se of same in connection with the Pro3ect will not
*nowingly violate the rights of any third parties e&cept to the e&tent that s"ch violations
are ca"sed by Client Content, or the modification of, or "se of the Deliverables in
combination with materials or e<"ipment o"tside the scope of the applicable
specifications, by Client or third parties
4. COMPLIANCE WITH LAWS
Designer shall "se commercially reasonable efforts to ens"re that all 4inal Deliverables
shall be designed to comply with the *nown relevant r"les and reg"lations Client, "pon
acceptance of the Deliverables, shall be responsible for conformance with all laws
relating to the transfer of software and technology

S&..'$3$)* 3( E)01,-)3$)*+'42.$"151" T$,32 +)% C-)%1*1-)2
1. PHOTOGRAPHS OF THE PRO7ECT
Designer shall have the right to doc"ment, photograph or otherwise record all completed
designs or installations of the Pro3ect, and to reprod"ce, p"blish and display s"ch
doc"mentation, photographs or records for Designer5s promotional p"rposes in
accordance with %ection 2 of the $asic Terms and Conditions of this Agreement
2. ADDITIONAL CLIENT RESPONSIBILITIES
Client ac*nowledges that Client shall be responsible for performing the following in a
reasonable and timely manner!
(a) Comm"nication of administrative or operational decisions if they affect the design or
prod"ction of Deliverables, and coordination of re<"ired p"blic approvals and meetings?
(b) Provision of acc"rate and complete information and materials re<"ested by Designer
s"ch as, by way of e&ample, not limitation, site plans, b"ilding plans and elevations,
"tility locations, color(material samples and all applicable codes, r"les and reg"lation
information?
(c) Provision of approved naming, nomenclat"re? sec"ring approvals and correct copy
from third parties s"ch as, by way of e&ample, not limitation, end "sers or donors as may
be necessary?
(d) 4inal proofreading and written approval of all pro3ect doc"ments incl"ding, by way of
e&ample, not limitation, artwor*, message sched"les, sign location plans and design
drawings before their release for fabrication or installation ;n the event that Client has
approved wor* containing errors or omissions, s"ch as, by way of e&ample, not
limitation, typographic errors or misspellings, Client shall inc"r the cost of correcting
s"ch errors?
(e) Arranging for the doc"mentation, permissions, licensing and implementation of all
electrical, str"ct"ral or mechanical elements needed to s"pport, ho"se or power signage?
coordination of sign man"fact"re and installation with other trades? and
(f) $id solicitation and contract negotiation? so"rcing, establishment of final pricing and
contract terms directly with fabricators or vendors
3. ENGINEERING
The %ervices shall incl"de the selection and specifications for materials and constr"ction
details as described in the Proposal Iowever, Client ac*nowledges and agrees @that
Designer is not a licensed engineer or architect, andA that responsibility for the
interpretation of design drawings andA the design and engineering of all wor* performed
"nder this Agreement (EBngineeringF) is the sole responsibility of Client and(or its
architect, engineer or fabricator
4. IMPLEMENTATION
Client e&pressly ac*nowledges and agrees that the estimates provided in the Proposal, at
any time d"ring the pro3ect for implementation charges s"ch as, incl"ding, b"t not limited
to, fabrication or installation are for planning p"rposes only %"ch estimates represent the
best 3"dgment of Designer orits cons"ltants at the time of the Proposal, b"t shall not be
considered a representation or g"arantee that pro3ect bids or costs will not vary Client
shall contract and pay those parties directly responsible for implementation services s"ch
as fabrication or installation (E;mplementationF) Designer shall not be responsible for the
<"ality or timeliness of the third0party ;mplementation services, irrespective of whether
Designer assists or advises Client in eval"ating, selecting or monitoring the provider of
s"ch services
5. COMPLIANCE WITH LAWS
Designer shall "se commercially reasonable efforts to ens"re that all 4inal Deliverables
shall be designed to comply with the applicable r"les and reg"lations s"ch as the
Americans with Disabilities Act (EADAF) Iowever, Designer is not an e&pert and ma*es
no representations or warranties in connection with compliance with s"ch r"les, codes or
reg"lations The compliance of the 4inal Deliverables with any s"ch r"le, codes or
reg"lations shall be the responsibility of Client Designer shall "se commercially
reasonable efforts to ens"re the s"itability and conformance of the 4inal Deliverables
6. CLIENT INS6RANCE
Client shall maintain, d"ring the term of this Agreement, at its sole e&pense, constr"ction
and maintenance liability, prod"ct liability, general b"siness liability and advertising
in3"ry ins"rance from a recogni/ed ins"rance carrier in the amo"nt of at least > 6inim"m
;ns"rance per occ"rrence %"ch ins"rance shall name Designer individ"ally as an
additional named ins"red Client shall provide a copy of said ins"rance policy to
Designer at Designer5s re<"est