Professional Graphic Services Contract

PROFESSIONAL GRAPHIC SERVICES CONTRACT

This Professional Graphic Services Contract ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: and Service Provider Name: with principal address: .

RECITALS

WHEREAS, Client desires to procure professional graphic design services to create visual materials, branding, and related deliverables as further described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, tools, and expertise necessary to provide such graphic design services on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions governing the provision, acceptance, ownership, and payment for such services and Deliverables.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider shall perform professional graphic design services described in the Scope of Work attached hereto or described below (collectively, "Services"). Services shall be performed in a professional, workmanlike manner consistent with industry standards.

2. DELIVERABLES AND SCHEDULE

2.1 Deliverables. Service Provider will deliver the final artwork and files ("Deliverables") described below. Deliverables shall conform to the specifications set forth in the Scope of Work and shall be delivered by the Delivery Dates.

2.2 Delays. If Service Provider reasonably anticipates delay to a Delivery Date, Service Provider shall promptly notify Client in writing and propose a revised schedule. Client's approval of any revised schedule shall not be unreasonably withheld.

3. FEES, EXPENSES, AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth in this Section. Unless otherwise stated, all fees are exclusive of applicable taxes.

3.2 Expenses. Client shall reimburse Service Provider for pre-approved out-of-pocket expenses reasonably incurred in connection with the Services. Reimbursable expenses require prior written approval by Client.

4. CHANGE ORDERS

Any change to the Scope of Work shall be documented in a written change order signed by both parties. The change order shall describe the change, any adjustment to fees, and any extension of time. Service Provider shall not be required to perform work outside the Scope of Work without a signed change order.

5. CLIENT RESPONSIBILITIES

Client shall provide timely access to information, materials, approvals, and decisions reasonably necessary for Service Provider to perform the Services. Client represents that it has the right to authorize use of any materials provided to Service Provider.

6. ACCEPTANCE, REVISIONS AND APPROVALS

Client shall have a period of Ten (10) business days after delivery to review and either accept the Deliverables or provide a written list of required revisions. Service Provider shall make up to revisions included in the fee. Additional revisions will be billed at Service Provider's then-current hourly rate.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Upon Client's payment in full of all amounts due under this Agreement, Service Provider assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement, excluding Service Provider's pre-existing materials and third-party materials.

7.2 Pre-existing Materials and Third-Party Materials. Service Provider retains ownership of its pre-existing materials and reserves all rights in any tools, processes, templates, source files, and third-party materials not specifically created for Client. Service Provider grants Client a perpetual, non-exclusive license to use such pre-existing materials to the extent embedded in the Deliverables.

8. CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party that is marked confidential or would reasonably be considered confidential ("Confidential Information"). Confidential Information shall not include information that is publicly available, independently developed, or rightfully received from a third party. Receiving party shall not disclose Confidential Information except to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

9. REPRESENTATIONS, WARRANTIES AND DISCLAIMER

Service Provider warrants that the Services will be performed in a professional manner in accordance with customary industry standards. Except as expressly set forth in this Agreement, Service Provider disclaims all other warranties, whether express or implied, including any warranty of merchantability or fitness for a particular purpose.

Client represents and warrants that Client owns or has secured the right to use any materials provided to Service Provider and that such materials do not infringe any third party rights.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of its representations, warranties, or obligations under this Agreement, or its gross negligence or willful misconduct.

11. LIMITATION OF LIABILITY

Except for liability arising from a party's indemnification obligations, gross negligence, or willful misconduct, neither party shall be liable to the other for indirect, consequential, incidental, punitive, or special damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement.

12. INSURANCE

Service Provider shall maintain, at its expense, general liability insurance and professional liability or errors and omissions insurance in amounts customary for the industry. Upon request, Service Provider shall provide certificates of insurance reasonably acceptable to Client.

13. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for material breach that remains uncured for thirty (30) days after written notice. Client may terminate for convenience upon providing days' written notice; in such event Client shall pay Service Provider for Services performed and non-cancellable obligations incurred through the effective date of termination.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses specified below or to such other address as a party may designate in writing.

15. AMENDMENTS, WAIVER, SEVERABILITY, AND ENTIRE AGREEMENT

15.1 Amendments. This Agreement may be amended only by a written instrument signed by both parties.

15.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver, nor shall any single or partial exercise of any right preclude other or further exercise of that right.

15.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.4 Entire Agreement. This Agreement, including any attached exhibits and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of laws principles.

17. MISCELLANEOUS

17.1 Independent Contractor. Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

17.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures exchanged by electronic means shall be binding.

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