Terms of Service
This Contract for Graphic Design is made effective as of (Date) by and between (Client) and Our Friends Inc. of Santa Ana, California. Whereas Our Friends Inc. is engaged in the business of providing services relating to graphic design and whereas (Client) is interested in availing such service of the Designer. In furtherance to the above, Left Coast hereby agrees to and does hereby engage the services of Our Friends Inc., and Our Friends Inc. hereby accepts the engagement to design and to do the work hereinafter specified by Viive Events in connection with the project.
DESCRIPTION OF SERVICES. Beginning on (Date), Our Friends Inc. will begin to work on the following graphic design services (collectively, the "Services"):
PAYMENT. Payment shall be made to Our Friends Inc. (Client) agrees to pay designer for time spent on update to the design. A deposit of 50% of quote will be needed to secure this contract at this time and remaining payment based on hourly work will be due at completion of color update.
In addition to any other right or remedy provided by law, if Viive Events fails to pay for the Services when due, Our Friends Inc. has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies. If the invoice is not paid within 30 days of receipt, the client will be subject to a late fee penalty of 5% of the invoice amount and an additional 1% for each week that payment is delayed thereafter
TERM. This Contract will terminate automatically upon completion by Our Friends Inc. of the Services required by this Contract.
WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by Our Friends Inc. in connection with the Services will be the exclusive property of (Client). Upon request, Our Friends Inc. will execute all documents necessary to confirm or perfect the exclusive ownership of (Client). to the Work Product.
REPRODUCTION OF PRODUCT. Upon successful completion of all compensation terms and outstanding balances owed to Graphic Designer, Service Recipient is granted full and unlimited reproduction rights to the Project.
Graphic Designer retains the right to reproduce the Project in any form for marketing, future publications, competitions or other promotional uses. Graphic Designer shall at no time reproduce the Project for use in commercial means or for-profit use.
Service Recipient may not reproduce or otherwise use design mock-ups, drafts, sketches etc. created by designer during work on the Project but not included into the final version of the Project. Such artwork belongs solely to Graphic Designer who may use it at his own discretion.
CONFIDENTIALITY. Our Friends Inc., and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Our Friends Inc., or divulge, disclose, or communicate in any manner, any information that is proprietary to (Client). Our Friends Inc. and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.
WARRANTY. Our Friends Inc. shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Our Friends Inc.'s community and region, and will provide a standard of care equal to, or superior to, care used by graphic designers similar to Our Friends Inc. on similar projects.
DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
The failure to make a required payment when due.
The insolvency or bankruptcy of either party.
The subjection of any of either party's property to any levy, seizure, general assignment for the benefit
of creditors, application or sale for or by any creditor or government agency.
The failure to make available or deliver the Services in the time and manner provided for in this
Contract.
REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 7 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Contract through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Contract will be submitted to mediation in accordance with any statutory rules of mediation. If mediation does not successfully resolve the dispute, the parties may proceed to seek an alternative form of resolution in accordance with any other rights and remedies afforded to them by law.
ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
AMENDMENT. This Contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.
GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of California.
NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.
SIGNATORIES. This Agreement shall be signed on behalf of (Client). and on behalf of Our Friends Inc. by Bernie Dickson, Owner and effective as of the date first above written.
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Graphic Designer Signature
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Date
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Client Signature
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Date