DESIGN WORK AGREEMENT
Statement of Work
Offer Availability: Terms and prices offered will be available to you for 30 days.
Work will be performed by: FullSteam Labs LLC.
Scope of project includes:
Total cost of work: TOTAL COST.
Project completion deadline: DEADLINE.
Invoicing and payment schedule: 50% up front and remainder upon completion.
Designers: FullSteam Labs LLC
Address: P.O. Box 2111, Asheville, NC 28802
Email for Notice: firstname.lastname@example.org
Client: CLIENT NAME, CLIENT NAME 2
Address: CLIENT ADDRESS
Email for Notice: CLIENT EMAIL
Terms & Conditions
Professional Standard. Designer will provide the services identified in the Statement of Work. Designer will provide these services in a professional manner, and in accordance with applicable professional standards.
Deliverables. Designers will provide Deliverables to the Client in professional design formats, including Adobe Creative Suite and Microsoft Office. If the Client would like its deliverables in a specific file format, the Client must request to have the format included in the Statement of Work.
Revisions. After necessary revisions, the client will sign an agreement confirming that all final requests for edits have been made. Any requests beyond this point will constitute a change order.
Change Request. A "Change Request" is any request for work outside the scope of the Statement of Work. If such a request is made, the Designer will notify the Client and proceed only if the Client agrees to be invoiced hourly for the additional work. Designer will supply a time estimate and hourly rates must be agreed upon before proceeding. The Designer may also extend its delivery schedule.
If the Change Request alters the scope of the project by more than 20%, the Designer may submit a new proposal to the Client.
Invoice. The Designer will invoice the Client according to the Statement of Work. Client shall pay all invoices within 15 days of receipt.
Expenses. If the project includes travel beyond 20 miles and/or lodging expenses for Designers, the Client will be invoiced for Designer’s expenses.
Taxes. Client is responsible for paying all applicable taxes, including sales, use and value added taxes.
Late Payment. Overdue balances may be charged a monthly service fee of 1.5% (or the greatest amount allowed by law).
Timeframe. The Designer will use commercially reasonable efforts to perform the Services within the schedule outlined in the Statement of Work. Designer’s delivery timeframe depends upon the Client’s prompt response to any questions or requests for Client materials. Client must respond to Designer inquiries within a maximum of 3 business days in order for initial deadlines to be met. In cases of late response, the Designer is allowed as many days as the tardiness in response from the Client to complete the project.
Designer Agents. The Designer may hire third party designers or service providers (“Design Agents”) as independent contractors. The Designer is responsible for Design Agents’ compliance with this Agreement.
Testing & Acceptance. The Designer shall use commercially reasonable efforts to test Deliverables before providing them to the Client. The Client shall promptly review all deliverables, and must notify the Designer of any failure to conform to the Statement of Work within 5 business days of receipt. If Designer does not receive a timely notification, the Deliverable will be deemed accepted.
Client Responsibilities. Client must promptly: (a) coordinate any decision-making activities with 3rd parties; (b) provide Client Content in a form suitable for reproduction or incorporation into the Deliverables; and (c) proofread deliverables.
Forms of Contact. The Designer is available via phone and e-mail during regular business hours and workdays between 9am and 5pm. E-mails can be sent to Designer any time, but responses can only be expected during regular business hours.
Intellectual Property (IP) Assignment. Upon completion of the Services and full payment of all invoices, the Designer shall assign IP rights to the Client. These IP rights include all ownership rights, including any copyrights, in any artwork, designs and software created by the Designer and incorporated into a Final Deliverable, except as otherwise noted in this Agreement.
Original Works. Client acknowledges that Designer has first and sole copyright over original works. Unless stated otherwise, Client will hold reproduction rights to all works upon completion of the project.
Preliminary Works. Designer retains the rights to all Preliminary Works that are not incorporated into a Final Deliverable.
Designer Portfolio. Designer may display the Deliverables for the purposes of professional recognition and publicly describe its role in the Project.
Credit. If the Designer incorporates credits into the Deliverables, any use of the Deliverables shall continue to bear the credits in the same form, size and location. Designer credits will not be incorporated into any logo designed for the Client. Excepting logos, any use of Designer’s works in hard media- such as magazines or books- shall credit the Designer in print.
Alterations. If Deliverables are altered such that color, type, or general imagery is affected, the Client must add a credit line stating 1) That the image has been altered and 2) Who/What Entity has altered the image. Using pieces of the Deliverable or rescaling do not fall into this category.
Political Use The Client may not use the Deliverables for any political purpose outside of what has been stated in the Work Agreement. Designer must be consulted if Client wishes to use Deliverables in a different political context than was expressed in the Work Agreement.
Designer Tools. The Designer may incorporate certain Designer Tools into the Deliverables. Designer Tools include all design tools developed or utilized by Designer in performing the Services. In the event Designer Tools are incorporated into any Final Deliverable, then Designer grants Client a non-exclusive license to use the Designer Tools to the extent necessary. Designer retains all other rights in the Designer Tools.
Designer and Client Relationship
Non-Exclusive. This Agreement does not create an exclusive relationship. The Deliverables are not a "work for hire" under Copyright Law.
No Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
Confidential Information. Each party shall maintain Confidential Information in strict confidence. Confidential Information includes proprietary technical and business information, Preliminary Works, and any other information marked “Confidential.”
Discretionary Termination, Upon Notice. Either party may terminate this agreement in its business discretion upon sufficient advance notice. The amount of notice required is 1/4 of the estimated project duration.
Discretionary Termination by Client. IF: Client uses this discretionary termination provision, THEN: Designer will retain all payments already made as of the notification date, and Client shall pay Designer (a) for all expenses incurred as of the date of notification of termination, (b) an early termination fee equal to 25% of the total project fee, and (c) No IP rights will be transferred.
Discretionary Termination by Designer. IF: Designer uses this discretionary termination provision, THEN: (a) Designer will retain (or, if not paid in advance, will be due) all costs already incurred and a prorated portion of the fees for services performed up to the termination date, (b) Designer will assist Client in transferring the project to a new designer, and (c) Designer will assign sufficient IP rights to Client to allow Client to continue the project and (d) Designer will destroy any Confidential information provided by the client.
Termination for Breach. If a breach of this Agreement is not cured within 10 business days after a party’s receiving notice of the breach, then the non-breaching party may terminate this Agreement immediately upon notice.
Limitation of Liability
The services and the work product of the Designer are sold “as is.” In no event shall Designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Designer, even if Designer has been advised of the possibility of such damages.
Dispute Resolution. At the request of either party, the parties will submit any dispute between them, arising out of or relating to this Agreement or any transaction or relationship arising from it, to a neutral party chosen by FullSteam Labs for a nonbinding early neutral evaluation. The prevailing party in any dispute resolved by arbitration or litigation will be entitled to recover its costs and attorneys’ fees.
Jurisdiction. The parties irrevocably consent to the jurisdiction of the state and federal courts located in Buncombe County, North Carolina.
Integration. This Agreement comprises the entire understanding of the parties and supersedes all prior agreement and understandings.
By signing below, you agree to adhere to the terms and conditions outlined for your respective party in the Agreement described above.