TERMS AND CONDITIONS:
- In consideration of the Services to be performed by 1st logo Design, Client shall pay to 1st Logo Design fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
- Additional Costs. The Project pricing includes 1st Logo Design’s fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses, and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal.
- General Changes. Unless otherwise provided in the Proposal, 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 1st Logo Design’s standard hourly rate of $65 per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. 1st Logo Design may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.
- Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
- coordination of any decision-making with parties other than 1st Logo Design;
- provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; and
- final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.
- All displays or publications of the Deliverables shall bear accreditation and/or copy- right notice in 1st Logo Design’s name in the form, size and location as incorporated by 1st Logo Design in the Deliverables, or as otherwise directed by 1st Logo Design. 1st Logo Design retains the right to reproduce, publish and display the Deliverables in 1st Logo Design’s portfolios and Web sites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its Web site and in other promotional materials, and, if not expressly objected to, include a link to the other party’s Web site.
- Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
- 1st Logo Design hereby represents, warrants and covenants to Client that 1st Logo Design will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
- By Client. Client agrees to indemnify, save and hold harmless 1st Logo Design from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances 1st Logo Design shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) 1st Logo Design provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by 1st Logo Design in providing such assistance.
- This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered. In the event of termination, 1st Logo Design shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment.
- Force Majeure. 1st Logo Design shall not be deemed in breach of this Agreement if 1st Logo Design is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of 1st Logo Design or any local, state, federal, national or international law, governmental order or regulation or any other event beyond1st Logo Design’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, 1st Logo Design shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
INTELLECTUAL PROPERTY RIGHTS:
Artistic Elements. When the Client has fully and finally paid for the final works here under, the Client shall own all right, title and interest in and to the artistic (i.e. visible, Client-specific) elements created as part of the final version of the work here under, which elements shall consist only of the specific images, artwork and text created for use in the screen displays or associated documentation for the particular Application created by1st Logo Design for Client hereunder (the “Artistic Elements”). Upon payment in full, Client will have title to the final product delivered by1st Logo Design hereunder; however, 1st Logo Design shall retain all intellectual property rights with respect to the background intellectual property, all work papers, data, interviews and the like used or created by1st Logo Design in the course of performing its services hereunder. In addition,1st Logo Design reserves the right to describe generally the services performed by1st Logo Design hereunder and to disclose the names of the party or parties for whom1st Logo Design performed the work. Without Client’s prior written consent, 1st Logo Design shall not disclose to any third party the specific work product delivered by 1st Logo Design to Client hereunder.
1st Logo Design hereby grants to Client the exclusive, perpetual and worldwide right and license to use, reproduce, adapt, modify and display the Final Art solely in connection with the Project as defined in the Proposal and in accordance with the terms and conditions of this Agreement.