Date: {date_submitted}
This contract is between {company_name}, referred to as "us," and {client_name}, referred to as "you," for the performance of {proposal_name} for the estimated total price of {total}, as outlined in our previous correspondence.
1.0 Services Rendered
Strategy and Design: We will deliver a branding strategy and design a new logo. After the strategy and design is approved, we will deliver a branding guidelines document. You will have multiple opportunities to review our work and provide feedback. If, at any stage, you're not satisfied with our work, you will pay us in full for everything we've produced up to that point and then cancel this contract.
Errors: We cannot guarantee that our work will be error-free. We will not be liable to you or any third-party for damages, including lost profits, lost savings, or other incidental, consequential, or special damages, even if you've advised us of them.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfill and exceed your expectations on the deliverables listed above. You agree to aid us in doing so by making available to us any needed information pertaining to your website and cooperating with us in expediting the work.
3.0 Charges for Services Performed
Requests beyond those listed in the budget may be considered out-of-scope, and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur a fee to resume work at the discretion of {company_name}.
4.0 Terms of Payment
4.1 Billing Schedule: The total budget for this project is {total}. {company_name} will invoice {client_name} for fifty percent (50%) of the initial fees upon the signing of this contract agreement, which will act as the deposit. The remaining 50% will be billed monthly as the service hours are spent or when the project is launched. {client_name} will supply {company_name} with all necessary purchase order numbers and other internal information required for invoice processing before the close of the month of work (if applicable).
4.2 Client Agreement to Pay: You agree to pay our initial (1st) invoice upon receipt, which will act as a deposit for the project. Every invoice after that will have 15-day payment terms. In the event payment is not made within 15 days, {company_name} will charge a late payment fee of 1% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs {company_name} pays for carrying overdue invoices from {client_name}. In addition, {company_name} reserves the right to stop work until payment is received.
4.3 Collection Costs: In the event that we incur legal fees, costs, and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.0 Cancellation of Plans
You have the right to modify, reject, cancel, or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify, and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
6.0 Responsibilities of {company_name} and {client_name}
6.1 {company_name}'s Responsibility for Releases: We shall obtain releases, licenses, permits, or other authorization to use testimonials, copyrighted materials photographs, artwork, or any other property or rights belonging to third parties obtained by us for use in performing services for you (if applicable).
6.2 {client_name}'s Responsibility for Releases: You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves or that you have permission to use them. When your final payment has cleared, copyright will be automatically assigned as follows: you'll 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 we're not required to keep a copy. You own all elements of text, images, and data you provided, unless someone else owns them. We'll own the unique combination of these elements that constitutes a complete design, and we'll license that to you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that.
6.3 Client Responsibility for Accuracy: You shall be responsible for the accuracy, completeness, and propriety of information concerning your products and services that you furnish to us verbally or in writing in connection with the performance of this Agreement.
7.0 Confidentiality
{company_name} acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by {company_name} on behalf of {client_name} or disclosed by {client_name} to {company_name}.
8.0 Term and Termination
8.1 Period of Agreement and Notice of Termination: This Agreement shall become effective as of {date_submitted} and shall continue until terminated by either party upon not less than 60 days' notice in writing given by either party to the other.
8.2 Termination for Cause: Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations, and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default. In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
8.3 Payment for Non-Cancelable Materials: Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the {client_name}, that any such materials and services are non-cancelable.
8.4 Materials Unpaid For: If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full, you agree not to use any such materials, in whole or in part, or the product of such services.
8.5 Transfer of Materials: Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by {client_name} to {company_name}, {company_name} shall transfer, assign, and make available to {client_name} all property and materials in its possession or control belonging to {client_name}. {client_name} agrees to pay for all costs associated with the transfer of materials.
9.0 General Provisions
9.1 Governing Law: This Agreement shall be governed and construed in accordance with the laws of the Province/State of STATE/PROVINCE.
9.2 Representations and Warranties: The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
9.3 Entire Agreement: Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof and supersedes all prior discussions, agreements, and understandings of every kind and nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such an instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
