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This is a logo design contract agreement for Ms. Brittani Gilbert from Brandon Groce of Ronin Startups.

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You, [NOAH GOULDSMITH], (“Client”) asked me, [QUYNH UONG] (“Designer”) to

design a logo for you. This is our Agreement for this project:

What I agree to do:
1. Scope of Work.
I will do the following after I receive a signed copy of this Agreement and a $100 deposit from you:
- I will design a logo for your business, which will involve:

* The design brief: We will discuss in greater detail what you are looking to accomplish with this design with the help of your initialproposal and moodboard. 

* Research: I will conduct research focused on the industry (of your business) itself, on its history, and on its competitors.

* Reference: I will conduct research into logo designs that have been successful, as well as current styles and trends related to the designbrief. 

* Sketching and Conceptualizing: I will then develop preliminary sketches of logo design concepts (10-15) based on this research.

* Reflection: Then, together we will discuss the sketches and concepts, in which you narrow down the options to around 4 or 5 and provideas much detailed feedback as possible. From there, I will work on developing one or two solid options that we will then revise as needed(+/- 4 rounds ofrevisions). 

* Presentation: We will then choose which logo/concept you like best and that design will be mocked up on the relevant platforms(apparel, website, social media). 

* Final Files. I will deliver to you, via electronic mail (or a downloadable hyperlink), within [2] days after you approve the final design(s),digital files containing the final design(s), in the following format(s):

- One .jpeg file, one .png transparent file, one .pdf file, one .eps file, and one .ai file. 

What I promise you:
3. Original Work/Conflicts/Confidentiality.
I promise that, except for anything that you gave me to incorporate into the design(s): (a) my work will be original and will not be copied in whole or in part from any other work; (b) I own the rights that I am giving you under this Agreement, or I have secured such rights toany third-party content incorporated into my final design(s); and (c) my work does not violate the patent, copyright, trade secret or otherproperty right of any person, firm or entity. I promise that this Agreement does not conflict with any other contract, agreement orunderstanding to which I am a party. Finally, I promise that I’ll hold and maintain in strict confidence any confidential information thatyou provide me (such as proprietary technical or business information), and I will not disclose such information to any third party exceptas may be required by a court or governmental authority.

What you promise me:
4. Compensation for Work.
You promise to pay me the total sum of $450 USD in two payments. $100 will be due when you and I sign this Agreement and before Ibegin. The remaining $350 is due before I send you final files containing the final design(s) you approved. Payment will be made usingVenmo (username @quynhmuong). If you ask me to use any third-party content (such as certain fonts) in the design(s), you promise topay me the actual cost of licensing that third-party content for use in the design(s). You agree that until you pay me in full, you will notacquire the rights or license to use or transfer ownership of any design(s) that I create for you under this Agreement.

5. Compensation For Extra Work.
I agree that the Fee you owe me will cover in full all of the work listed in paragraph 1 of this Agreement. You agree that if you ask me tomake changes or do other work for you that is not covered by this Agreement, you’ll pay me an hourly rate of $25 per hour and thispayment will be in addition to all other amounts you owe me under this Agreement. You also agree that if you ask me to do work outsidethe scope of this Agreement, I will be allotted extra time to send you the final files for the design(s).

6. You Have Rights To The Client Content.
You promise that: (a) You own the rights to use anything you give me (“Client Content”); and (b) using such Client Content does notviolate the patent, copyright, trade secret or other property right of any person, firm or entity. You grant me a nonexclusive,nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with my work for you underthis Agreement and my limited promotional uses as allowed by this Agreement. You also affirm and represent that this Agreement doesnot conflict with any other contract, agreement or understanding to which you are a party.

7. Feedback.
You agree that I cannot send you final files unless you give me timely feedback and approve the final proofs I’ll send you. You agree toprovide timely feedback so that I can understand your concerns, objections or corrections to the design(s). I agree to listen to yourfeedback and make changes to the design(s) in response to your feedback. You promise not to unreasonably withhold acceptance of thefinal design(s). Finally, you agree that my work on this project will be complete and the Agreement will end after I deliver to you final filescontaining the final design(s) that you’ve approved.

What rights each of us will have:
8. Rights Before You Pay Me In Full.
You understand and agree that until you pay me in full, I own full rights to each and every original design I create for you under thisAgreement. If you don’t pay me in full, you agree that I can complete, exhibit, use and sell the design(s) at my sole discretion. You alsoagree that I own all of the concepts created before you select the final design(s).

9. Rights After You Pay Me In Full.
I understand and agree that after you pay me in full, you will own rights (as defined in this Agreement) to the final design(s) that youapprove and I create for you. You understand and agree that I own all of the concepts/preliminary designs created before you select thefinal design(s), except for elements in those concepts that are incorporated into the final design(s) that I deliver to you. You will receiverights for the final design(s) only. You agree that I will retain the right to use the final design(s) and all preliminary designs in designcompetitions, publications on design, educational purposes and in marketing my design business. You will be solely responsible to makesure that the design(s) I create for you will be available for use in commerce and protectable under trademark law.

10. No Right To Make Changes.
You agree that you may not make any changes or additions to the design(s) I create for you under this Agreement, without my expresswritten permission. You may however, change the size of the design(s) if you need to make it smaller or larger for printing or displaypurposes, and I will be happy to assist you with that in the future if needed.

11. Rights For Logo Designs.
If the work I am doing for you includes the design of a logo, I give you the full rights to use the logo design I create in any and all mediawithout restrictions of any kind. Additionally, I agree that after you pay me in full, I will cooperate with you and execute any additionaldocuments reasonably requested by you to evidence such assignment of rights.

12. Rights For Designs Other Than Logos.
For any non-logo design(s) that I create for you, I give you the following rights: If you want to purchase a right that’s not listed in this paragraph, you and I will need to negotiate a separate license for such additional rights, and you’ll pay me a separate fee.

Miscellaneous terms
13. Entire Agreement.
This Agreement constitutes the complete and exclusive agreement between you and I concerning the work on this project, and it supersedes all other prior agreements, proposals, and representations, whether stated orally or in writing. We can modify this agreement in writing, if both you and I sign that modification.
14. I Am An Independent Contractor.
You agree that I am an independent contractor and not your employee. Although you will provide general direction to me, I willdetermine, in my sole discretion, the manner and ways in which I will create the design(s) for you. The work that I create for you underthis Agreement will not be deemed a “work-for-hire,” as that term is defined under U.S. Copyright Law. Whatever rights I grant you arecontained in this Agreement. By signing this agreement, you and I agree: (a) to all of the terms and conditions of this Agreement and (b)that we have the full authority to enter into this Agreement. The Agreement is effective as of the most recent date that appears below.

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