Services Contract with Graphic Designer

Services Contract with Designer Including Covenant Not to Compete and Confidentiality Agreement

Agreement made on the between

of
, , , , referred to herein as Designer, and

, a corporation organized and existing under the laws of the state of , with its principal office located at
, , , , referred to herein as Company.

Whereas, Designer creates and designs (describe product that is designed) primarily for (describe who normally retains Designer for his/her skill) ; and

Whereas, Company desires to hire Designer for the design projects described in Paragraph I below;

Now, therefore, in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Services to be Performed

Designer shall perform the following described design work for Company: described as follows:

II. Compensation

Company shall pay to Designer the sum of $ on the (date – e.g., first day of each month) for Designer’s services. Said payments to Designer shall be made at
, , , .

III. Ownership of Work Product

Designer agrees that the designs that are conceived, developed, written, or contributed by Designer pursuant to this Agreement, either individually or in collaboration with others, shall belong to and be the sole property of Company and shall constitute a work made for hire as that phrase is defined in Section 101 of Title 17 of the United States Code (the Copyright Act).

IV. Designer is Independent Contractor

The parties intend that an independent contractor-employer relationship will be created by this Agreement. Company is interested only in the results to be achieved and the conduct and control of the work will lie solely with Designer. Designer is not to be considered an agent or employee of Company for any purpose and Designer is not entitled to any of the benefits that Company provides for Company’s employees. It is understood that Designer is free to contract for similar services to be performed for others while under contract with Company.

V. Covenant Not to Compete

During the period Designer is under contract with Company, and for a period of years after termination of said contract, Designer will not directly or indirectly:

A. Recruit, solicit, induce, or attempt to induce any of the employees or customers of the Company to terminate their employment or contractual relationship with Company.

B. Solicit, divert, take away, or attempt to divert or take away, from the Company any of its business or the patronage of its customers, clients, accounts, vendors or suppliers for products or services manufactured, sold, distributed or processed by the Company, and Designer shall not assist any other person to do so.

C. If any restriction set forth in this Section V is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

D. The restrictions contained in this Section V are necessary for the protection of the business and goodwill of the Company and are considered by Designer to be reasonable for such purpose. Designer agrees that any breach of this Section V will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief.

VI. Confidentiality

Designer agrees that: (a) all knowledge and information that Designer may receive from Company or from its employees or other contract designers of Company, or by virtue of the performance of services under and pursuant to this Agreement, relating to designs, customer information, products, processes, machinery, apparatus, prices, discounts, costs, business affairs, future plans, or technical data that belong to Company or to those with whom Company has contracted regarding such information; and (b) all information provided by Designer to Company in reports of work done, together with any other information acquired by or as direct result of employment as a Designer by Company and during the term of such employment, shall be regarded by Designer as strictly confidential and held by Designer in confidence, and solely for Company's benefit and use, and shall not be used by Designer or directly or indirectly disclosed by Designer to any person whatsoever except to Company or with Company's prior written permission.

VI. Assignment of Contract

Neither of the parties may assign this Agreement or any rights under the Agreement without the prior written consent of the other party.

VII. Governing Law

The parties agree that this Agreement shall be governed by and construed pursuant to the laws of (state).

VIII. Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties. This Agreement supersedes and cancels all previous written and oral agreements and communications between the parties relating to the subject matter of this Agreement.

IX. Amendment

The parties agree that they may amend this Agreement only by a written agreement duly executed by persons authorized to execute agreements on behalf of the parties.

X. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

WITNESS our signatures as of the day and date first above stated.