TERMS OF CLIENT AGREEMENT
This Agreement is made by and between Emily Shields, and “Client” for creative services. In consideration of the promises and the mutual covenants herein contained, and subject to the terms and conditions hereinafter stated, Emily Shields and the Client hereby agree as follows:
1. Scope of Services and Term. Emily Shields shall provide the creative design services as detailed in Scope of Services, attached hereto and incorporated herein, for the period established either verbally or in contract through completion of said services to or earlier termination of this Agreement.
2. Compensation. For the Scope of Services, Emily Shields shall invoice client at conclusion of project or as mutually agreed upon in writing by both Contractor and Client. Client will incur additional fees if Emily Shields’ hours exceed total estimate for its services—additional hours to be mutually agreed upon in advance and in writing as an addendum to this contract or if necessary, as a new contract. Please send payment within (30) days of date on invoice to address provided. In the event that Emily Shields is approaching estimated hourly total, Client will be notified for project review and potential contract addendum. Additional hours will be billed hourly at $100/hour unless otherwise agreed upon. Late payments received later (30) days from the due date shall be subject to a late fee charge, assessed monthly, of 10% of outstanding balance due. Designer reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.
a) Reimbursable Costs. The Project pricing includes Designer’s fee only. Any and all outside costs including, but not limited to, for expenses incurred by Emily Shields in rendering services hereunder, such as by way of example, printing of any final products, data storage or transfers, stock photography licenses, digital color outputs, online access or hosting fees, and delivery fees will be billed to Client unless specifically otherwise provided for in this Contract. Client’s approval shall be obtained for any such fees before they are incurred.
3. Client Responsibilities. Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination with any decision-making parties other than Emily Shields, (b) provision of Client content in a form suitable for reproduction or incorporation into any final, completed creative work without further preparation, unless otherwise expressly agreed, (c) final proofreading, with Client responsible for the cost of correcting such errors in final, completed, Client-approved creative work produced hereunder (“Final Work”), such as, by way of example, but not limitation, typographical errors or misspellings, and (d) ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry.
4. Changes. Unless otherwise provided in the Contract, 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 on a time and materials basis, at Designer’s standard hourly rate of $100 per hour. Such charges shall be in addition to all other amounts payable under the Contract, despite any maximum budget, contract price or final price identified therein. Designer may extend or modify any delivery schedule or deadlines in the Contract and Deliverables as may be required by such Changes.
5. Independent Contractor. Designer is an independent contractor, not an employee of Client or any company affiliated with Client. Designer shall provide the Services under the general direction of Client, but Designer shall determine, in Designer’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
6. No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Designer, and Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer.
7. Intellectual Property.
a) Client warrants that any artwork or other intellectual property of any kind that it provides to Emily Shields for incorporation into any design or other work created by Emily Shields hereunder is either wholly owned or licensed by Client and does not infringe the intellectual property rights of any third party. In the event that any claim, demand or action is made or initiated against Emily Shields alleging such infringement, Client shall defend, release, indemnify and save and hold harmless Emily Shields from any and all claims, demands, suits, liabilities, costs, actions, causes of action, legal or equitable proceedings of any kind or nature, or judgments, settlements and attorney fees, that are in any way related to said claim, demand or action. The foregoing indemnity clause shall survive termination of this Agreement.
b) Designer agrees that all Designer’s work product, including but not limited to drawings, designs, renderings, illustrations, plans, models, notes, memos, letters or other writing, that is solely or jointly created, conceived or made in the course of performing the Services shall be the sole and exclusive property of Client. Any usage of product/work for Designer’s portfolio to take place only with Client consent and written approval.
8. Confidentiality. Contractor agrees not to use, disclose, sell, license, publish, reproduce or otherwise make available Client’s Confidential Information as defined below, except and only to the extent necessary to perform the Services. “Confidential Information” means information, not generally known to the public and/or which is proprietary to Client. Confidential Information includes, but is not limited to, the following types of information (whether or not reduced to writing or designated as confidential): (I) work product resulting from or related to the Services performed under this Agreement; (ii) Client’s internal personnel, financial, marketing and other business information and manner and method of conducting business; (iii) Client’s strategic, operations and other business plans and forecasts; (iv) information provided by or relating to Client’s employees, clients, vendors or other consultants/contractors; and (v) the existence of this Agreement and/or the contractual relationship between Client and Contractor.
9. Termination for Convenience. The parties may, upon providing the other party 30 days written notice, terminate this Agreement. Upon the effective date of such termination specified in the notice, Emily Shields shall discontinue said services and performance of this Agreement. Upon such termination by Emily Shields, it shall be entitled to payment for services performed and expenses incurred hereunder through the date of termination. It being expressly understood by the parties that Emily Shields is undertaking the services hereunder in reliance on compensation and will create valuable intellectual property on behalf of Client at the early stages of the contract term, upon early termination by Client, Emily Shields shall be entitled to the full fee set forth in Section 2 hereof, in addition to any expenses incurred through the date of termination.
10. Notice. All notices, requests, demands, and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent
by certified mail, return receipt requested, postage prepaid, as follows:
11. Dispute Resolution. Any claims or disputes between Emily Shields and Client arising out of the services to be provided under this Agreement shall be submitted to non-binding mediation.
12. Amendment. This Agreement may not be amended except in writing by mutual agreement of the parties, nor may rights specifically set forth herein be waived except by an instrument in writing signed by the party charged with such waiver.
13. Laws to Apply. The laws of the State of Kansas and applicable Federal, State and local laws, rules, regulations, and guidelines shall govern this Agreement which supersedes all prior negotiations, representations or agreements, written or oral.