Creative Design Professional Agreement

CREATIVE DESIGN PROFESSIONAL AGREEMENT

RECITALS

This Creative Design Professional Agreement ("Agreement") is entered into as of Effective Date: between Client Name: with address: and Designer Name: with address:

WHEREAS, Client desires to engage Designer to perform creative design services in accordance with the terms set forth in this Agreement; and

WHEREAS, Designer has represented that Designer has the professional qualifications, experience and ability to perform the services described herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

SCOPE OF WORK

Designer shall provide creative design services including but not limited to concept development, visual design, artwork production, file preparation and reasonable revisions for the Project described below. Deliverables, milestones and specifications are set forth in this section and in any attachments incorporated by reference.

PAYMENT TERMS

Client shall pay Designer the fees set forth below in consideration of Designer's performance. All fees are exclusive of applicable sales, use, value-added or similar taxes, which shall be the responsibility of Client unless otherwise agreed in writing.

A late fee as set forth above will accrue on past-due balances at the stated rate calculated monthly and compounded monthly, or the maximum rate permitted by law if lower.

ACH / Bank Transfer Check Credit Card (processing fees may apply)

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Designer for all services performed and deliverables completed through the effective date of termination and for any non-cancellable commitments reasonably incurred by Designer.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other, whether written, oral or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the receiving party; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (ii) not use or disclose Confidential Information except as necessary to perform this Agreement or as required by law. These obligations shall survive termination of this Agreement for years.

INTELLECTUAL PROPERTY; LICENSES

Subject to Client's full and timely payment of all amounts due, Designer assigns to Client all right, title and interest in the final deliverables created specifically for Client under this Agreement. Designer retains ownership of Designer's pre-existing concepts, tools, templates and general know-how, including modifications thereto, and grants Client a nonexclusive, perpetual license to any such pre-existing materials embedded in the deliverables solely to the extent necessary to use the deliverables for the intended purpose.

Designer may use non-confidential deliverables in Designer's portfolio and promotional materials unless Client checks the box to restrict such use: Client prohibits portfolio use

WARRANTIES; INDEPENDENT CONTRACTOR; INDEMNITY

Designer represents that Designer will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DESIGNER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Designer is an independent contractor. Nothing in this Agreement creates an employer-employee relationship, joint venture or partnership. Client shall indemnify and hold Designer harmless from claims arising from Client-provided materials, Client modifications to deliverables, or Client's use of deliverables inconsistent with the terms of this Agreement; Designer shall indemnify Client for Designer's willful infringement of third-party intellectual property in deliverables furnished to Client.

LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID TO DESIGNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties agree to attempt to resolve disputes in good faith through negotiation prior to pursuing litigation.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. This Agreement may be amended only by a written instrument signed by both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Notices are effective upon personal delivery, three (3) days after deposit in the U.S. mail (first-class, postage prepaid), or one (1) day after deposit with a nationally recognized overnight courier.

Sign Now