Design Package Agreement

Design Package Agreement

This Design Package Agreement (the Agreement) is entered into as of by and between ("Client") and ("Designer").

Recitals

WHEREAS, Designer provides professional graphic and digital design services and has represented that Designer has the skills, qualifications, and resources to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Designer to provide the design services described in this Agreement and Designer agrees to provide such services under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Client is entitled to rounds of revisions per deliverable included in the Package. Additional revisions will be billed at the hourly rate of per hour.

Timeline

Designer will commence work on or about and estimates completion of the initial deliverables by . Time estimates are contingent upon timely receipt of Client materials and approvals.

Payment Terms

Late payments shall incur a late fee of per month or a flat fee of whichever is greater, applied to overdue balances until paid in full.

Expenses

Client will reimburse Designer for pre-approved third-party expenses reasonably incurred in connection with the Project, including but not limited to stock imagery, font licenses, printing, and vendor fees. Reimbursable expenses require prior written approval when anticipated to exceed .

Ownership and Intellectual Property

Upon receipt of full payment of all amounts due under this Agreement, Designer assigns to Client all right, title and interest in the final deliverables specifically created for Client under this Agreement, subject to the rights of any third-party licensors. Until full payment is received, Designer retains sole ownership of said work product and grants Client a non-exclusive, non-transferable license to use preliminary materials for review purposes only.

Confidentiality

Each party agrees to hold in confidence and not disclose any confidential information of the other party and to use such confidential information only for the purposes of performing this Agreement. Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's confidential information.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated pursuant to this section. Either party may terminate this Agreement for convenience upon days' prior written notice. Upon termination, Client will pay Designer for all work performed and approved expenses incurred through the effective date of termination.

Warranties; Liability; Indemnification

Designer represents that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY IN THIS PARAGRAPH, THE SERVICES ARE PROVIDED "AS IS" AND DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES. EACH PARTY SHALL INDEMNIFY AND HOLD HARMLESS THE OTHER FROM THIRD-PARTY CLAIMS ARISING OUT OF ITS BREACH OF THIS AGREEMENT OR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Cancellation and Refunds

Client may cancel the Project in writing. If cancellation occurs after work has commenced, Client will be responsible for all fees earned and expenses incurred up to the date of cancellation. Deposit is non-refundable except at Designer's sole discretion when cancellation occurs prior to any substantive work.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. This Agreement, including any attachments or exhibits, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to the subject matter hereof.

Miscellaneous

Any amendment or modification of this Agreement must be in writing and signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Designer may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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