Comprehensive Agreement for Design Services
Agreement made on the ___________________________ (date) , between
________________________________________ (Name of Designer) , of __________________
______________________________________________________________________________
(street address, city, county, state, zip code) , hereinafter called Designer , and _______________
_____________________ (Name of Client) , a corporation organized and existing under the laws
of the state of ____________________, with its principal office located at __________________
______________________________________________________________________________
(street address, city, county, state, zip code) , referred to herein as Client .
For and in consideration of the mutual covenants contained in this Agreement , and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Basic Terms and Conditions
A. Definitions
As used herein and throughout this Agreement:
1. Agreement means the entire content of this Basic Terms and
Conditions document, the Proposal document(s), Schedule A, together
with any other Supplements designated below, together with any exhibits,
schedules or attachments hereto.
2. Client Content means all materials, information, photography,
writings and other creative content provided by Client for use in the
preparation of and/or incorporation in the Deliverables .
3 Copyrights means the property rights in original works of
authorship, expressed in a tangible medium of expression, as defined and
enforceable under U.S. Copyright Law.
4. Deliverables means the Services and work product specified in
the Proposal to be delivered by Designer to Client , in the form and media
specified in the Proposal .
5 Designer Tools means all design tools developed and/or utilized
by Designer in performing the Services , including without limitation
pre-existing and newly developed software including source code, Web
authoring tools, type fonts, and application tools, together with any other
software, or other inventions whether or not patentable, and general
non-copyrightable concepts such as Web site design, architecture, layout,
navigational and functional elements.
6 Final Art means all creative content developed or created by
Designer , or commissioned by Designer , exclusively for the Project
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and incorporated into and delivered as part of the Final Deliverables ,
including and by way of example, not limitation, any and all visual designs,
visual elements, graphic design, illustration, photography, animation,
sounds, typographic treatments and text, modifications to Client Content ,
and Designer ’s selection, arrangement and coordination of such elements
together with Client Content and/or Third Party Materials .
7 Final Deliverables means the final versions of Deliverables
provided by Designer and accepted by Client .
8 Preliminary Works means all artwork including, but not limited
to, concepts, sketches, visual presentations, or other alternate or
preliminary designs and documents developed by Designer and which
may or may not be shown and or delivered to Client for consideration but
do not form part of the Final Art .
9. Project means the scope and purpose of the Client ’s identified
usage of the work product as described in the Proposal .
10. Services means all Services and the work product to be provided
to Client by Designer as described and otherwise further defined in the
Proposal .
11. Third Party Materials means proprietary Third Party Materials
which are incorporated into the Final Deliverables , including without
limitation stock photography or illustration.
12. Trademarks means trade names, words, symbols, designs, logos
or other devices or designs used in the Final Deliverables to designate the
origin or source of the goods or Services of Client .
2. PROPOSAL
The terms of the Proposal shall be effective for _____ days after presentation to Client .
In the event this Agreement is not executed by Client within the time identified, the Proposal ,
together with any related terms and conditions and Deliverables , may be subject to amendment,
change or substitution.
3. FEES AND CHARGES
A. Fees. In consideration of the Services to be performed by Designer , Client shall
pay to Designer fees in the amounts and according to the payment schedule set forth in the
Proposal , and all applicable sales, use or value added taxes, even if calculated or assessed
subsequent to the payment schedule.
B. Expenses. Client shall pay Designer ’s expenses incurred in connection with this
Agreement as follows: Incidental and out-of-pocket expenses including but not limited to costs
for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints,
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models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis
at cost plus Designer ’s standard markup of ________ percent (______%), and, if applicable, a
mileage reimbursement at _________ per mile; and travel expenses including transportation,
meals, and lodging, incurred by Designer with Client ’s prior approval.
C. Additional Costs. The Project pricing includes Designer ’s fee only. Any and all
outside costs including, but not limited to, equipment rental, photographer’s costs and fees,
photography and/or artwork licenses, prototype production costs, talent fees, music licenses, and
online access or hosting fees, will be billed to Client unless specifically otherwise provided for in
the Proposal .
D. Invoices. All invoices are payable within ________ (_____) days of receipt.
A 1.5 percent monthly service charge is payable on all overdue balances. Payments will be
credited first to late payment charges and next to the unpaid balance. Client shall be responsible
for all collection or legal fees necessitated by late or default in payment. Designer reserves the
right to withhold delivery and any transfer of ownership of any current work if accounts are not
current or overdue invoices are not paid in full. All grants of any license to use or transfer of
ownership of any intellectual property rights under this Agreement are conditioned upon receipt
of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes,
Expenses and Fees, Charges or the costs of Changes.
4. CHANGES
A. General Changes. Unless otherwise provided in the Proposal , and except as
otherwise provided for herein, Client shall pay additional charges for changes requested by
Client which are outside the scope of the Services on a time and materials basis, at Designer ’s
standard hourly rate of __________ per hour. Such charges shall be in addition to all other
amounts payable under the Proposal , despite any maximum budget, contract price or final price
identified therein. Designer may extend or modify any delivery schedule or deadlines in the
Proposal and Deliverables as may be required by such Changes.
B. Substantive Changes. If Client requests or instructs Changes that
amount to a revision in or near excess of ________ percent (_______%) of the time required to
produce the Deliverables , and or the value or scope of the Services , Designer shall be entitled to
submit a new and separate Proposal to Client for written approval. Work shall not begin on the
revised Services until a fully signed revised Proposal and, if required,
any additional retainer fees are received by Designer .
C. T iming. Designer will prioritize performance of the Services as may be necessary
or as identified in the Proposal , and will undertake commercially reasonable efforts to perform
the Services within the time(s) identified in the Proposal . Client agrees to review Deliverables
within the time identified for such reviews and to promptly either,
1. Approve the Deliverables in writing, or
2. Provide written comments and/or corrections sufficient to identify
the Client ’s concerns, objections or correction to Designer . The Designer
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shall be entitled to request written clarification of any concern, objection
or correction.
Client acknowledges and agrees that Designer ’s ability to meet any and all schedules is entirely
dependent upon Client ’s prompt performance of its obligations to provide materials and written
approvals and/or instructions pursuant to the Proposal and that any delays in Client ’s
performance or Changes in the Services or Deliverables requested by Client may delay delivery
of the Deliverables . Any such delay caused by Client shall not constitute a breach of any term,
condition or Designer ’s obligations under this Agreement .
D. T esting and Acceptance. Designer will exercise commercially reasonable efforts
to test Deliverables requiring testing and to make all necessary corrections prior to providing
Deliverables to Client . Client , within five (5) business days of receipt of each Deliverable , shall
notify Designer , in writing, of any failure of such Deliverable to comply with the specifications
set forth in the Proposal , or of any other objections, corrections, changes or amendments Client
wishes made to such Deliverable . Any such written notice shall be sufficient to identify with
clarity any objection, correction or change or amendment, and Designer will undertake to make
the same in a commercially timely manner. Any and all objections, corrections, changes or
amendments shall be subject to the terms and conditions of this Agreement . In the absence of
such notice from Client , the Deliverable shall be deemed accepted.
5. CLIENT RESPONSIBILITIES
Client acknowledges that it shall be responsible for performing the following in a
reasonable and timely manner:
1. Coordination of any decision-making with parties other than the Designer ;
2. Provision of Client Content in a form suitable for reproduction or incorporation
into the Deliverables without further preparation, unless otherwise expressly provided in the
Proposal ; and
3. Final proofreading and in the event that Client has approved Deliverables but
errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in
the finished product, Client shall incur the cost of correcting such errors.
6. ACCREDITATION/PROMOTIONS
All displays or publications of the Deliverables shall bear accreditation and/or copyright
notice in Designer ’s name in the form, size and location as incorporated by Designer in the
Deliverables , or as otherwise directed by Designer . Designer retains the right to reproduce,
publish and display the Deliverables in Designer ’s portfolios and websites, and in galleries,
design periodicals and other media or exhibits for the purposes of recognition of creative
excellence or professional advancement, and to be credited with authorship of the Deliverables
in connection with such uses. Either party, subject to the other’s reasonable approval, may
describe its role in relation to the Project and, if applicable, the Services provided to the other
party on its website and in other promotional materials, and, if not expressly objected to, include
a link to the other party’s website.
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7. CONFIDENTIAL INFORMATION
Each party acknowledges that in connection with this Agreement it may receive certain
confidential or proprietary technical and business information and materials of the other party,
including without limitation Preliminary Works ( Confidential Information ). Each party, its
agents and employees shall hold and maintain in strict confidence all Confidential Information,
shall not disclose Confidential Information to any third party, and shall not use any Confidential
Information except as may be necessary to perform its obligations under the Proposal except as
may be required by a court or governmental authority. Notwithstanding the foregoing,
Confidential Information shall not include any information that is in the public domain or
becomes publicly known through no fault of the receiving party, or is otherwise properly
received from a third party without an obligation of confidentiality.
8. RELATIONSHIP OF THE PARTIES
A. Independent Contractor. Designer is an independent contractor, not
an employee of Client or any company affiliated with Client . Designer shall provide the Services
under the general direction of Client , but Designer shall determine, in Designer ’s sole discretion,
the manner and means by which the Services are accomplished. This Agreement does not create a
partnership or joint venture and neither party is authorized to act as agent or bind the other party
except as expressly stated in this Agreement . Designer and the work product or Deliverables
prepared by Designer shall not be deemed a work for hire as that term is defined under
Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly
defined by the express written Agreement of the parties and the various terms and conditions of
this Agreement .
B. Design Agents. Designer shall be permitted to engage and/or use third party
Designer s or other service providers as independent contractors in connection with the Services
( Design Agents ). Notwithstanding, Designer shall remain fully responsible for such Design
Agents’ compliance with the various terms and conditions of this Agreement .
C. No Solicitation. During the term of this Agreement , and for a period of six (6)
months after expiration or termination of this Agreement , Client agrees not to solicit, recruit,
engage, or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire, or any
other kind of basis, any Designer , employee or Design Agent of Designer , whether or not said
person has been assigned to perform tasks under this Agreement . In the event such employment,
consultation or work-for-hire event occurs, Client agrees that Designer shall be entitled to an
agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with
Client , or (b) 25 percent of fees paid to said person if engaged by Client as an independent
contractor. In the event of (a) above, payment of the commission will be due within 30 days of
the employment starting date. In the event of (b) above, payment will be due at the end of any
month during which the independent contractor performed Services for Client . Designer , in the
event of nonpayment and in connection with this section, shall be entitled to seek all remedies
under law and equity.
D No Exclusivity. The parties expressly acknowledge that this Agreement does not
create an exclusive relationship between the parties. Client is free to engage others to perform
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Services of the same or similar nature to those provided by Designer , and Designer shall be
entitled to offer and provide design Services to others, solicit other Client s and otherwise
advertise the Services offered by Designer .
9. WARRANTIES AND REPRESENTATIONS
A. B y Client. Client represents, warrants and covenants to Designer
that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to
permit the use of the Client Content , (b) to the best of Client ’s knowledge, the Client Content
does not infringe the rights of any third party, and use of the Client Content as well as any
Trademarks in connection with the Project does not and will not violate the rights of any third
parties, (c) Client shall comply with the terms and conditions of any licensing Agreement s which
govern the use of Third Party Materials , and (d) Client shall comply with all laws and
regulations as they relate to the Services and Deliverables .
B. By Designer
1. Designer hereby represents, warrants and covenants to Client that
Designer will provide the Services identified in the Agreement in a professional and
workmanlike manner and in accordance with all reasonable professional standards for
such Services .
2. Designer further represents, warrants and covenants to Client
that (i) except for Third Party Materials and Client Content , the Final Deliverables
shall be the original work of Designer and/or its independent contractors, (ii) in the
event that the Final Deliverables include the work of independent contractors
commissioned for the Project by Designer , Designer shall have secure Agreement s
from such contractors granting all necessary rights, title, and interest in and to the Final
Deliverables sufficient for Designer to grant the intellectual property rights provided in
this Agreement , and (iii) to the best of Designer ’s knowledge, the Final Art provided
by Designer and Designer ’s subcontractors does not infringe the rights of any party,
and use of same in connection with the Project will not violate the rights of any third
parties. In the event Client or third parties modify or otherwise use the Deliverables
outside of the scope or for any purpose 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.
3. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND
WARRANTIES STATED IN THIS AGREEMENT , DESIGNER MAKES NO
WARRANTIES WHATSOEVER. DESIGNER EXPLICITLY DISCLAIMS
ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS
APPLICABLE TO THE PROJECT .
10. INDEMNIFICATION/LIABILITY
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A. By Client . Client agrees to indemnify, save and hold harmless Designer from any
and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action
by a third party arising out of any breach of Client ’s responsibilities or obligations,
representations or warranties under this Agreement . Under such circumstances Designer shall
promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense
and all related settlement negotiations; and (b) Designer provides Client with commercially
reasonable assistance, information and authority necessary to perform Client ’s obligations under
this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Designer in
providing such assistance.
B. B y Designer. Subject to the terms, conditions, express 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 expenses arising out of any finding
of fact which is inconsistent with Designer ’s representations and warranties made herein, except
in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a
result of gross negligence or misconduct 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 authority necessary to perform Designer ’s obligations under 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 out of or due to Client Content ,
any unauthorized content, improper or illegal use, or the failure to update or maintain any
Deliverables provided by Designer .
C. Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF
DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM
LIABILITY OF DESIGNER , ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN
AGENTS AND AFFILIATES (“ DESIGNER PARTIES”), TO CLIENT FOR DAMAGES
FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT ’S MAXIMUM
REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF DESIGNER .
IN NO EVENT SHALL DESIGNER BE LIABLE FOR ANY LOST DATA OR
CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE
DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE
SERVICES PROVIDED BY DESIGNER , EVEN IF DESIGNER HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11. TERM AND TERMINATION
A. This Agreement shall commence upon the Effective Date and shall
remain effective until the Services are completed and delivered.
B. This Agreement may be terminated at any time by either party effective
immediately upon notice, or the mutual Agreement of the parties, or if any party: (a) becomes
insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
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(b) breaches any of its material responsibilities or obligations under this Agreement , which
breach is not remedied within ten (10) days from receipt of written notice of such breach.
C. In the event of termination, Designer shall be compensated for the Services
performed through the date of termination in the amount of (a) any advance payment, (b) a
prorated portion of the fees due, or (c) hourly fees for work performed by Designer or
Designer ’s agents as of the date of termination, whichever is greater; and Client shall pay all
Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the
date of cancellation.
D. In the event of termination by Client and upon full payment of compensation as
provided herein, Designer grants to Client such right and title as provided for in Schedule A of
this Agreement with respect to those Deliverables provided to, and accepted by Client as of the
date of termination.
E. Upon expiration or termination of this Agreement : (a) each party shall return or, at
the disclosing party’s request, destroy the Confidential Information of the other party, and (b)
other than as provided herein, all rights and obligations of each party under this Agreement ,
exclusive of the Services , shall survive.
12. INTELLECTUAL PROPERTY PROVISIONS
A. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART
1. Client Content. Client Content , including all pre-existing Trademarks ,
shall remain the sole property of Client or its respective suppliers, and Client or its
suppliers shall be the sole owner of all rights in connection therewith. Client hereby
grants to Designer a nonexclusive, nontransferable license to use, reproduce, modify,
display and publish the Client Content solely in connection with Designer ’s
performance of the Services and limited promotional uses of the Deliverables as
authorized in this Agreement .
2. Third Party Materials. All Third Party Materials are the exclusive
property of their respective owners. Designer shall inform Client of all Third Party
Materials that may be required to perform the Services or otherwise integrated into the
Final Art . Under such circumstances Designer shall inform Client of any need to license,
at Client ’s expense, and unless otherwise provided for by Client Designer shall obtain
the license(s) necessary to permit Client ’s use of the Third Party Materials consistent
with the usage rights granted herein. In the event Client fails to properly secure or
otherwise arrange for any necessary licenses or instructs the use of third party art, Client
hereby indemnifies, saves and holds harmless Designer from any and all damages,
liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third
party arising out of Client ’s failure to obtain copyright, trademark, publicity, privacy,
defamation or other releases or permissions with respect to materials included in the
Final Art .
3. Preliminary Works. Designer retains all rights in and to all Preliminary
Works . Client shall return all Preliminary Works to Designer within thirty (30) days of
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completion of the Services and all rights in and to any Preliminary Works shall remain
the exclusive property of Designer .
4. Original Artwork. Designer retains all right and title in and to any
original artwork comprising Final Art , including all rights to display or sell such artwork.
Client shall return all original artwork to Designer within thirty (30) days of completion
of the Services .
5. Trademarks . Upon completion of the Services and expressly
conditioned upon full payment of all fees, costs and out-of-pocket expenses due,
Designer assigns to Client all ownership rights, including any Copyrights , in and to any
artworks or designs comprising the works created by Designer for use by Client as a
Trademark. Designer shall cooperate with Client and shall execute any additional
documents reasonably requested by Client to evidence such assignment. Client shall have
sole responsibility for ensuring that any proposed Trademarks or Final Deliverables
intended to be a Trademark are available for use 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
expenses arising out of any claim, demand, or action by any third party alleging any
infringement arising out of Client ’s use and/or failure to obtain rights to use or use
of the Trademark.
6. Designer Tools. All Designer Tools are and shall remain the
exclusive property of Designer . Designer hereby grants to Client a nonexclusive,
nontransferable perpetual, worldwide license to use the Designer Tools solely to the
extent necessary with the Final Deliverables f or the Project . Client may not directly or
indirectly, in any form or manner, decompile, reverse engineer, create derivative works or
otherwise disassemble or modify any Designer Tools comprising any software or
technology of Designer .
B. RIGHTS TO FINAL ART -- Final Art Ownership Options
1. Assignment. Upon completion of the Services , and expressly
subject to full payment of all fees, costs and out-of-pocket expenses due, D esigner
grants to Client non-exclusive rights in the Final Art as set forth below. Any additional
uses not identified herein require an additional license and may require an additional fee.
All other rights are expressly reserved by Designer . The rights granted to Client are for
the usage of the Final Art in its original form only. Client may not crop, distort,
manipulate, reconfigure, mimic, animate, create derivative works or extract portions
or in any other manner, alter the Final Art .
Category of use: _________________________________________
Medium of use: __________________________________________
Duration of use: __________________________________________
Geographic territory: ______________________________________
Initial press run: __________________________________________
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2. Samples. Client shall provide Designer with ______ (number) of samples
of each printed or published form of the Final Deliverables , for use in Designer ’s
portfolio and other self promotional uses. Such samples shall be representative of the
highest quality of the work produced.
3. Finished Work. The printed work, and the arrangement or brokering of
the print Services by Designer , shall be deemed in compliance with this Agreement if the
final printed products within the acceptable variations as to kind, quantity, and priced in
accordance with current or standard trade practices identified by the supplier of the print
and print-related Services . Whenever commercially reasonable and if available, Designer
shall provide copies of the current or standard trade practices to Client . Notwithstanding,
Designer shall have no responsibility or obligation to negotiate changes or amendments
to the current standard trade practices.
13. SUPPORT SERVICES
A. Warranty Period. Support Services means commercially reasonable technical
support and assistance to maintain and update the Deliverables , including correcting any errors
or Deficiencies, but shall not include the development of enhancements to the Project or other
Services outside the scope of the Proposal . During the first ______months following expiration
of this Agreement (Warranty Period), if any, Designer shall provide up to _______ hours of
Support Services at no additional cost to Client . Additional time shall be billed at Designer ’s
regular hourly rate, then in effect upon the date of the request for additional support.
B. Maintenance Period. Upon expiration of the Warr anty Period and at Client ’s
option, Designer will provide Support Services for the following ______ months (the
Maintenance Period ) for a monthly fee of $___________ (or Designer ’s hourly fees of
$_________ per hour). The parties may extend the Maintenance Period beyond one year upon
mutual written Agreement .
14. ENHANCEMENTS
During the Maintenance Period, Client may request that Designer develop enhancements
to the Deliverables , and Designer shall exercise commercially reasonable efforts to prioritize
Designer ’s resources to create such enhancements. The parties understand that preexisting
obligations to third parties existing on the date of the request for enhancements may delay the
immediate execution of any such requested enhancements. Such enhancements shall be provided
on a time and materials basis at Designer ’s then in effect price for such Services .
15. ADDITIONAL WARRANTIES AND REPRESENTATIONS
A. Deficiencies. Subject to the representations and warranties of Client in connection
with Client Content , Designer represents and warrants that the Final Deliverables will be free
from Deficiencies. For the purposes of this Agreement , Deficiency shall mean a failure to comply
with the specifications set forth in the Proposal in any material respect, but shall not include any
problems caused by Client Content , modifications, alterations or changes made to Final
Deliverables by Client or any third party after delivery by Designer , or the interaction of Final
Deliverables with third party applications other than those specified in the Proposal . The parties
acknowledge that Client ’s sole remedy and Designer ’s sole liability for a breach of this Section
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is the obligation of Designer to correct any Deficiency identified within the Warranty Period. In
the event that a Deficiency is caused by Third Party Materials provided or specified by Designer ,
Designer s sole obligation shall be to substitute alternative Third Party Materials.
B. Designer Tools. Subject to the representations and warranties of the Client in
connection with the materials supplied by Client , Designer represents and warrants that, to the
best of Designer ’s knowledge, the Designer Tools do not knowingly infringe the rights of any
third party, and use of same in connection with the Project will not knowingly violate the rights
of any third parties except to the extent that such violations are caused by Client Content , or the
modification of, or use of the Deliverables in combination with materials or equipment outside
the scope of the applicable specifications, by Client or third parties.
16. COMPLIANCE WITH LAWS
Designer shall use commercially reasonable efforts to ensure that all Final Deliverables
shall be designed to comply with the known relevant rules and regulations. Client , upon
acceptance of the Deliverables , shall be responsible for conformance with all laws relating to the
transfer of software and technology.
17. PHOTOGRAPHS OF THE PROJECT
Designer shall have the right to document, photograph or otherwise record all completed
designs or installations of the Project , and to reproduce, publish and display such documentation,
photographs or records for Designer ’s promotional purposes in accordance with Section 6 of the
Basic Terms and Conditions of this Agreement .
18. ADDITIONAL CLIENT RESPONSIBILITIES
Client acknowledges that Client shall be responsible for performing the following in a
reasonable and timely manner:
A. Communication of administrative or operational decisions if they affect the design
or production of Deliverables , and coordination of required public approvals and meetings;
B. Provision of accurate and complete information and materials requested by
Designer such as, by way of example, not limitation, site plans, building plans and elevations,
utility locations, color/material samples and all applicable codes, rules, and regulation
information;
C. Provision of approved naming, nomenclature; securing approvals and correct
copy from third parties such as, by way of example, not limitation, end users or donors as may be
necessary;
D. Final proofreading and written approval of all Project documents including, by
way of example, not limitation, artwork, message schedules, sign location plans and design
drawings before their release for fabrication or installation. In the event that Client has approved
work containing errors or omissions, such as, by way of example, not limitation, typographic
errors or misspellings, Client shall incur the cost of correcting such errors;
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E. Arranging for the documentation, permissions, licensing and implementation of
all electrical, structural or mechanical elements needed to support, house or power signage;
coordination of sign manufacture and installation with other trades; and
F. Bid solicitation and contract negotiation; sourcing, establishment of Final pricing
and contract terms directly with fabricators or vendors.
19. ENGINEERING
The Services shall include the selection and specifications for materials and construction
details as described in the Proposal . However, Client acknowledges and agrees that Designer is
not (if correct) a licensed engineer or architect, and that responsibility for the interpretation of
design drawings and the design and engineering of all work performed under this Agreement
(“Engineering”) is the sole responsibility of Client and/or its architect, engineer or fabricator.
20. IMPLEMENTATION
Client expressly acknowledges and agrees that the estimates provided in the Proposal , at
any time during the Project for implementation charges such as, including, but not limited to,
fabrication or installation are for planning purposes only. Such estimates represent the best
judgment of Designer or its consultants at the time of the Proposal , but shall not be considered a
representation or guarantee that Project bids or costs will not vary. Client shall contract and pay
those parties directly responsible for implementation Services such as fabrication or installation
(Implementation ). Designer shall not be responsible for the quality or timeliness of the third-
party Implementation Services , irrespective of whether Designer assists or advises Client in
evaluating, selecting or monitoring the provider of such Services .
21. COMPLIANCE WITH LAWS
Designer shall use commercially reasonable efforts to ensure that all Final Deliverables
shall be designed to comply with the applicable rules and regulations such as the Americans with
Disabilities Act (“ADA”). However, Designer is not an expert and makes no representations or
warranties in connection with compliance with such rules, codes or regulations. The compliance
of the Final Deliverables with any such rule, codes or regulations shall be the responsibility of
Client . Designer shall use commercially reasonable efforts to ensure the suitability and
conformance of the Final Deliverables .
22. CLIENT INSURANCE
Client shall maintain, during the term of this Agreement , at its sole expense, construction
and maintenance liability, product liability, general business liability, and advertising injury
insurance from a recognized insurance carrier in the amount of at least _______ million dollars
($___,000,000.00) per occurrence. Such insurance shall name Designer individually as an
additional named insured. Client shall provide a copy of said insurance policy to Designer at
Designer ’s request.
23. GENERAL
A. Modification/Waiver . This Agreement may be modified by the parties. Any
modification of this Agreement must be in writing, except that Designer ’s invoices may include,
and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of
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extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any
breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver
by either party of default in one or more instances be construed as constituting a continuing
waiver or as a waiver of any other breach.
B. Notices. All notices to be given hereunder shall be transmitted in writing either by
facsimile or electronic mail with return confirmation of receipt or by certified or registered mail,
return receipt requested, and shall be sent to the to the addresses identified below, unless
notification of change of address is given in writing. Notice shall be effective upon receipt or in
the case of fax or e-mail, upon confirmation of receipt.
C No Assignment. Neither party may assign, whether in writing or orally, or
encumber its rights or obligations under this Agreement or permit the same to be transferred,
assigned or encumbered by operation of law or otherwise, without the prior written consent of
the other party.
D. Force Majeure . Designer shall not be deemed in breach of this Agreement if
Designer is unable to complete the Services or any portion thereof by reason of fire, earthquake,
labor dispute, act of God or public enemy, death, illness or incapacity of Designer or any local,
state, federal, national or international law, governmental order or regulation or any other event
beyond Designer ’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force
Majeure Event, Designer shall give notice to Client of its inability to perform or of delay in
completing the Services and shall propose revisions to the schedule for completion of the
Services .
F. Mandatory Arbitration. Any dispute under this Agreement shall be required to
be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an
Arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The
third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the
rules of the American Arbitration Association then in force and effect.
G. No Waiver. The failure of either party to this Agreement to insist upon the
performance of any of the terms and conditions of this Agreement, or the waiver of any breach of
any of the terms and conditions of this Agreement, shall not be construed as subsequently
waiving any such terms and conditions, but the same shall continue and remain in full force and
effect as if no such forbearance or waiver had occurred.
H. Governing Law. This Agreement shall be governed by, construed, and enforced
in accordance with the laws of the State of _______________.
I. Integration. This Agreement comprises the entire understanding of the parties
hereto on the subject matter herein contained, and supersedes and merges all prior and
contemporaneous Agreement s, understandings and discussions between the parties relating to the
subject matter of this Agreement . In the event of a conflict between the Proposal and any other
Agreement documents, the terms of the Proposal shall control. This Agreement comprises this
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Basic Terms and Conditions document, the Proposal , Schedule A, and the following documents
as indicated by the parties’ initials:
24. Entire Agreement
This Agreement shall constitute the entire agreement between the parties and any prior
understanding or representation of any kind preceding the date of this Agreement shall not be
binding upon either party except to the extent incorporated in this Agreement.
25. Modification of Agreement
Any modification of this Agreement or additional obligation assumed by either party in
connection with this Agreement shall be binding only if placed in writing and signed by each
party or an authorized representative of each party.
WITNESS our signatures as of the day and date first above stated.
______________________________
(Name of Client)
By: ___________________________ ____________________________
(P rinted or typed name) ____________________________
Name & Signature of Designer
_______________________________
_______________________________
(Name & Office in Corporation)
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