Mailing Address *

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Client Phone Number *

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How do you prefer to be contacted? *

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P.1: CLIENT RESPONSIBILITIES *

Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than the Designer; (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; (c) final proofreading and, further, in the event that Client has approved Deliverables, but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors; and (d) saving and retaining any and all copies of the Deliverables after Designer provides Client with the same, and Client further acknowledges that Designer shall have no obligation to retain any copies of the Deliverables or any other of Client’s files, records, documents, information, and other items at any time in Designer’s possession related to Designer’s services.

P.2: REVISIONS *

Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services at a percentage increase based on the additional scope of the Services. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Designer may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.

P.3: SAMPLES *

If requested, client shall provide Designer with three (3) samples of each printed or published form of the Final Deliverables, for use in Designer’s portfolio and other self promotional uses. Such samples shall be representative of the highest quality of the work produced and/or photographs.

P.4: CREDITS & PROMOTION *

Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Client agrees to adequately credit Designer’s authorship in the event that Client receives any awards or professional recognition related to the Deliverables. Designer may describe its role in relation to the Project and, if applicable, the services provided to Client on its website, in social media venues and in other promotional materials, and, if not expressly objected to, include a link to Client’s website. The Designer and any other creators shall receive a credit line with any editorial usage.

P.5: CODE OF FAIR PRACTICE *

DESIGNER: The Designer warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned form third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Designer has full authority to make this agreement; and that the work prepared by the Designer does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of the Designer’s product that may infringe on the rights of others. Client expressly agrees that it will hold the Designer harmless for all liability caused by the Client’s use of the Designer’s product to the extent such use infringes on the rights of others. CLIENT: The Client agrees to indemnify and hold the Designer harmless against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Design at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release.

P.6: EXPENSES *

The Client shall reimburse the Designer for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment, and shall advance the Designer for payment of said expenses, including but not limited to Stock Photography, Artwork, and or material needed for the project.

P.7: INVOICES *

Invoices must be received within net 15 days. A $50 service charge is payable on all overdue balances for reissuing each invoice at 45, 60, 75 and 90 days from the date of original invoice. The grant of any license or right of copyright is conditioned on receipt of full payment, and upon Client’s compliance with the terms of this agreement.

P.8: OWNERSHIP & COPYRIGHTS *

First, you guarantee that all elements of text, images or other artwork you provide are either owned by you, the client, or that you’ve permission to use them.

When your final payment has cleared, copyright will be automatically assigned as follows: You, the client, will own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as AGD Studio is not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them. AGD Studio will own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.

The Designer retains ownership of all original artwork, whether preliminary or final. If transfer of ownership of all rights is desired, the rates will be increased. If the Client wishes the ownership of the rights to a specific design or concept, these may be purchased at any time for a recalculation of the hourly rate on the time billed or the entire project cost.

P.9: CANCELLATION FEES *

In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be retained by the Designer, and a cancellation fee for work completed, and expenses already incurred, shall be paid by the Client. Cancellation fee is based on the hours submitted, if the project is on an hourly basis or a percentage based on the time estimate for the entire job. A 100% cancellation fee is due once the project has been finished, whether delivered to the client or not. If the project is on an hourly basis and the project is canceled by the client, the client agrees to pay no less than 100% of the hours already billed for the project at the time of cancellation plus a flat fee of $250 or 50% of the remaining hours that were expected to be completed on the project, whichever is greater.

P.10: RESERVATION OF RIGHTS *

All rights not expressly granted are retained by the Designer.

P.11: LIMITATION OF LIABILITY *

Client agrees that it shall not hold the Designer or his/her agents or employees liable for any incidental or consequential damages that arise from the Designer’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused intentional or negligent acts or omissions of the Designer or Client, any client representatives or employees, or a third party.

P.12: ENTIRE AGREEMENT *

This Agreement constitutes the entire, sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the services. This Agreement shall be binding upon the parties, their successors, assigns, and personal representatives. Its terms can be modified only by a writing signed by both parties, except that the Client may authorize expenses or revisions orally. Any dispute arising out of this agreement will be resolved by negotiation between the parties. This Agreement, and the rights and duties of the parties under it, are governed by the laws of the State of Colorado.

P.13: ACCEPTANCE OF TERMS *

The action of the sending and receipt of this agreement via electronic method will hold both parties in acceptance of these terms. The Designer as sender and the client as recipient will acknowledge acceptance of these terms either through an e-mail noting acceptance is acknowledged at the beginning of any work on said project. Electronic signatures shall be considered legal and binding and can be enforced in the same way as a written signature.

DATE *

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