Jewelry Design Emerald & Diamond Collar

JEWELRY DESIGN AGREEMENT — EMERALD & DIAMOND COLLAR

Parties

Client Name:

Client Address:

Designer Name:

Designer Address:

Recitals

WHEREAS, Client desires to commission Designer to design and produce a bespoke emerald and diamond collar (the "Work") according to the specifications and schedule set forth below; and

WHEREAS, Designer represents that Designer has the skills, artisans, materials access and authority to perform custom fine jewelry design and fabrication services and is willing to undertake the Work under the terms set forth herein; and

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

Scope of Work

Payment Terms

Total Contract Price:

Late Payment: after days past due. Client acknowledges Designer may suspend work or retain finished components until payment is made in full.

Term and Termination

Agreement Start Date: . Estimated Completion Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after written notice. Upon termination for cause by Designer, Client shall pay for all work performed and materials procured to the date of termination and Designer may retain any nonrefundable deposits. Upon termination for cause by Client, Designer shall be entitled to reasonable cancellation fees proportionate to work completed.

Acceptance; Inspection; Delivery

Client shall inspect delivered Work within days of delivery and must provide written notice of any defects. Absent timely written notice, the Work shall be deemed accepted. Title and risk of loss transfer to Client upon delivery to the shipping carrier or upon in-person handover, whichever first occurs, unless otherwise agreed in writing.

Intellectual Property; Portfolio Rights

Designer retains all copyrights, design rights and other intellectual property rights in sketches, CAD files, molds and original design concepts created in the course of performance, provided that upon full payment Designer grants Client a perpetual, worldwide, non-exclusive license to use and possess the finished physical Work. Designer may retain reproductions and photographs of the completed Work for Designer's portfolio and promotional use unless Client checks the box below to prohibit promotional use.

Prohibit Designer from using photographs or images of the completed Work in Designer's portfolio or promotional materials.

Confidentiality

Each party shall keep confidential all non-public proprietary information disclosed by the other party in connection with this Agreement, including unique design concepts, pricing, supplier identities and manufacturing processes ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly known through no wrongful act of the receiving party, independently developed by the receiving party without reference to the disclosing party's Confidential Information, or rightfully received from a third party without breach of any obligation. Each party shall use Confidential Information solely for performance under this Agreement and shall take reasonable measures to prevent unauthorized disclosure.

Warranties; Limitation of Liability

Designer warrants that the Work will conform to the specifications set forth in this Agreement and will be free from defects in workmanship for a period of days from acceptance. This warranty does not cover normal wear, misuse, loss, theft, or damage caused by unauthorized repair or alteration. EXCEPT AS EXPRESSLY PROVIDED HEREIN, DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

In no event shall Designer be liable to Client for consequential, incidental, or punitive damages. Designer's aggregate liability arising from this Agreement shall not exceed the amount actually paid by Client under this Agreement.

Insurance; Care of Stones

Designer shall maintain appropriate artisan and property insurance while the Work and loose stones are in Designer's possession. Client is encouraged to maintain insurance upon delivery. Designer shall exercise reasonable care in handling loose stones and components but shall not be responsible for increases in market value of natural stones.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be submitted to binding arbitration in the county of Designer's principal place of business, under the rules of a recognized commercial arbitration forum selected by the parties.

Entire Agreement; Amendments

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as either party may designate by notice. Notices shall be effective upon personal delivery, confirmed electronic mail, or three (3) days after deposit with the postal service.

Signatures

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