Creative Services Graphic Design Proposal

CREATIVE SERVICES GRAPHIC DESIGN PROPOSAL

This Creative Services Graphic Design Proposal ("Proposal") is entered into as of by and between Client Name: (hereinafter "Client") and Designer Name: (hereinafter "Designer"). This Proposal describes the services, deliverables, payment terms and other material terms under which Designer will provide graphic design services to Client.

WHEREAS

WHEREAS, Client desires to engage Designer to perform graphic design services for the project described in this Proposal, and Designer represents that it has the professional qualifications, experience and ability to perform such services;

WHEREAS, Designer agrees to provide such services on the terms and conditions set forth in this Proposal, including delivery of the specified deliverables and assignment of rights as set forth herein;

WHEREAS, the parties intend for this Proposal, when accepted in writing by Client and signed by both parties, to constitute a binding agreement between them governing the services described below.

SCOPE OF WORK

Designer will provide graphic design services described below. Services shall include initial concepts, client review cycles, revisions as stated, and final deliverables in agreed formats. Specific tasks, milestones and expectations are set forth in the Scope of Work field below. Any additional services beyond the Scope of Work will be treated as change orders and billed separately at Designer's standard hourly rate or as otherwise agreed in writing.

PAYMENT TERMS

Client shall pay Designer for services rendered in accordance with the fee schedule below. All amounts are payable in United States dollars unless otherwise agreed. Designer may suspend work if Client fails to make payments when due. Late payments shall accrue interest as provided below.

TERM AND TERMINATION

This Proposal commences on the Start Date below and continues until completion of the Services or the End Date below, unless earlier terminated in accordance with this section.

Either party may terminate for material breach if such breach is not cured within the notice period above. Upon termination, Client will pay Designer for all work performed and expenses incurred up to the effective date of termination. If Client terminates without cause prior to completion, Designer may invoice for reasonable compensation for work performed and for value of partially completed deliverables.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other. "Confidential Information" means non-public business, technical and financial information disclosed in tangible or intangible form. The receiving party will: (i) hold Confidential Information in strict confidence; (ii) use it only to perform obligations under this Proposal; and (iii) not disclose it to any third party except to those employees, contractors or agents who need to know and who are bound by similar confidentiality obligations. Confidential Information does not include information that is or becomes publicly available through no breach, or is rightfully obtained from a third party without restriction.

INTELLECTUAL PROPERTY AND LICENSES

Subject to full payment of all fees due under this Proposal, Designer grants Client a perpetual, non-exclusive, worldwide license to use the final deliverables for the purposes expressly set forth in the Scope of Work. Unless otherwise agreed in writing, Designer retains copyright in all preliminary concepts and work product; upon receipt of final payment Designer will assign or license the final deliverables as specified below.

WARRANTIES, LIMITATION OF LIABILITY, INDEMNIFICATION

Designer represents that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. Client shall indemnify and hold Designer harmless against third-party claims arising from Client-provided materials, instructions, or use of deliverables beyond the scope contemplated by this Proposal.

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of the state or jurisdiction identified below, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located there for any disputes arising under this Proposal.

ENTIRE AGREEMENT

This Proposal, together with any exhibits or attachments executed 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, representations and communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

NOTICES

Notices under this Proposal shall be given to the addresses and contacts below and shall be deemed effective when delivered in person, sent by certified mail, or by confirmed electronic mail.

ACCEPTANCE

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms of this Proposal. Execution may be by electronic signature and a signed copy delivered by electronic transmission will be treated as an original.

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