Graphic Designer Service Agreement

Graphic Designer Service Agreement

This Graphic Designer Service Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with Client Address: and Designer Name: with Designer Address: .

RECITALS

WHEREAS, Client desires to retain Designer to create certain graphic design deliverables as described herein and Designer represents that Designer has the expertise and personnel to perform such services;

WHEREAS, Designer agrees to provide the services under the terms and conditions set forth in this Agreement and to deliver deliverables in accordance with the schedule and acceptance criteria set forth below; and

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to the creation, delivery and ownership of the work produced by Designer.

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

1. Services

Designer will provide graphic design services ("Services") as described in the project scope. Services include design, revisions, preparation of final files, and coordination reasonably necessary to produce the deliverables set forth in Section 2. Designer will perform the Services in a professional and workmanlike manner in accordance with industry standards.

2. Deliverables and Acceptance

Designer shall deliver the items described below ("Deliverables"). Each Deliverable will be subject to Client review and acceptance. Acceptance will occur when Client provides written approval or fails to provide written objections within the acceptance period specified below.

Acceptance Period: days from delivery of each Deliverable.

3. Term

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated in accordance with Section 12.

4. Compensation and Payment

Client will pay Designer fees as set forth below. All fees are exclusive of applicable taxes. Unless otherwise stated, Client shall pay invoices within Payment Terms: days of receipt of invoice.

Retainer/Deposit: . Late payments accrue interest at per month.

5. Expenses

Client will reimburse Designer for pre-approved out-of-pocket expenses incurred in connection with the Services. Designer will obtain Client's prior written approval for any single expense expected to exceed Amount: .

Pre-approval required: (check to require written pre-approval for expenses).

6. Revisions

Client is entitled to Revision Rounds: rounds of reasonable revisions per Deliverable. Additional revisions will be billed at Rate: .

7. Intellectual Property; License; Assignment

Subject to full payment of all amounts due, Designer grants Client a worldwide, non-exclusive, perpetual license to use the final Deliverables for the purposes specified in this Agreement, unless the parties select an assignment below. Designer retains the right to use concepts and non-final work for portfolio and promotional purposes unless Client has marked such materials Confidential in accordance with Section 8.

Transfer of Copyright (select one):
Assignment of all copyright and moral rights to Client upon full payment (to the extent assignable under applicable law).
Exclusive license to Client upon full payment (limited to uses described in the scope).
If assignment is selected, Designer shall execute all documents reasonably necessary to effect the transfer. If neither box is selected, Designer retains copyrights and grants Client a non-exclusive license for the intended uses.

8. Confidentiality

Each party shall hold in confidence Confidential Information disclosed by the other party and shall not disclose to any third party or use Confidential Information except to perform its obligations under this Agreement. Confidential Information excludes information that is publicly available, independently developed, or rightfully received without restriction.

9. Warranties and Representations

Each party represents that it has full power and authority to enter into this Agreement. Designer warrants that Designer's Deliverables will be original or properly licensed and that, to Designer's knowledge, use by Client in the manner contemplated will not infringe third-party rights. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

10. Indemnification

Client will indemnify, defend and hold harmless Designer from any third-party claims arising from Client's use of the Deliverables, materials provided by Client, or Client's breach of this Agreement. Designer will indemnify Client for claims alleging that Designer's original Deliverables infringe a third party's copyright, provided Client notifies Designer promptly and cooperates in defense.

11. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. DESIGNER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO DESIGNER UNDER THIS AGREEMENT DURING THE PRIOR SIX MONTHS.

12. Termination

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Upon termination, Client will pay Designer for Services performed and non-cancellable expenses incurred through the effective date of termination. Sections 4, 7, 8, 10, 11, 13, 14 and 15 survive termination.

13. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the address set forth below or to such other address as a party may designate in writing. Notices are effective upon receipt.

14. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any right will be effective except in a writing signed by the waiving party. This Agreement may be executed in counterparts, each of which constitutes an original and all of which together constitute one instrument; electronic or facsimile signatures will be binding.

15. Governing Law; Entire Agreement; Severability

Governing Law: . This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

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