1. Final Files. We will deliver to you, via electronic mail (or a downloadable hyperlink), within 7 business days after you approve the final design(s), digital files containing the final design(s), in one of the following format(s): .jpg .png or pdf for all print/web designs and .eps or ai for all logos. We do not supply raw files such as .psd (photoshop) files.
2. Original Work/Conflicts/Confidentiality. We promise that, except for anything that you gave us 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) we own the rights that we am giving you under this Agreement, or we have secured such rights to any third-party content incorporated into our final design(s); and (c) our work does not violate the patent, copyright, trade secret or other property right of any person,firm or entity. We promise that this Agreement does not conflict with any other contract, agreement or understanding to which we are a party. Finally, we promise that weʼll hold and maintain in strict confidence any confidential information that you provide us (such as proprietary technical or business information), and I will not disclose such information to any third party
except as may be required by a court or governmental authority.
3. Pay Us For Our Work. You promise to pay us the total sum (“Fee”) outlined in our proposal in two payments. Fifty(50) percent of the Fee will be due when we start the project and before we begin. The remaining fifty (50) percent of the Fee will be due immediately before we send you final files containing the final design(s) you approved. Payment will be made using credit card, check, wire transfer or cash. If you ask us to use any third-party content (such as stock photos) in the design(s), you promise to pay us the actual cost of licensing that third-party content for use in the design(s). You agree that until you pay us in full, you will not acquire the rights or license to use or transfer ownership of any design(s) that we create for you under this Agreement.
4. Pay Me For Extra Work. We agree that the Fee you owe us will cover in full all of the work listed in proposal we sent you. You agree that if you ask us to make changes or do other work for you that is not covered in the proposal, youʼll pay us an hourly rate of $300 per hour and this payment will be in addition to all other amounts you owe us under
this Agreement. You also agree that if you ask us to do work outside the scope of this Agreement, we may have extra time to send you the final files for the design(s).
5. You Have Rights To The Client Content. You promise that: (a) You own the rights to use anything you give us (“Client Content”); and (b) using such Client Content does not violate the patent, copyright, trade secret or other property right of any person, firm or entity. You grant us a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with our work for you under this Agreement and our limited promotional uses as allowed by this Agreement. You also affirm and represent that this Agreement does not conflict with any other contract, agreement or understanding to which you are a party.
6. You Promise To Provide Feedback. You agree that we cannot send you final files unless you give us timely feedback and approve the final proofs weʼll send you. You agree to provide timely feedback so that we can understand your concerns, objections or corrections to the design(s). We agree to listen to your feedback and make changes to the design(s) in response to your feedback. You promise not to unreasonably withhold acceptance of the final design(s). Finally, you agree that our work on this project will be complete and the Agreement will end after we deliver to you final files containing the final design(s) that youʼve approved.
7. Rights Before You Pay Us In Full. You understand and agree that until you pay us in full, we own full rights to each and every original design we create for you under this Agreement. If you donʼt pay us in full, you agree that we can complete, exhibit, use and sell the design(s) at my sole and absolute discretion. You also agree that we own all of the concepts created before you select the final design(s).
8. Rights After You Pay Me In Full. We understand and agree that after you pay us in full, you will own rights (as defined in this Agreement) to the final design(s) that you approve and we create for you. You understand and agree that we own all of the concepts/preliminary designs created before you select the final design(s), except for elements in those concepts that are incorporated into the final design(s) that we deliver to you. You will receive rights for the final design(s) only. You agree that we will retain the right to use the final design(s) and all preliminary designs in design competitions, publications on design, educational purposes and in marketing my design business. You will be solely responsible to make sure that the design(s) we create for you will be available for use in commerce and protectable under trademark law.
9. Right To Make Changes. We agree that after you pay us in full, you may make any changes or additions to the design(s) we create for you under this Agreement, which you in your discretion may consider necessary, and you may engage others to make any such changes or additions, without further payments to us. You agree that if you ask us to
make changes or additions to the design(s) after you approve the final files, you and us will negotiate a separate additional payment for our time to make such changes.
10. Rights For Logo Designs. If the work we are doing for you includes the design of a logo, we give you the full rights to use the logo design we create in any and all media without restrictions of any kind. Additionally, we agree that after you pay me in full, we will cooperate with you and execute any additional documents reasonably requested by you to evidence such assignment of rights.
11. Rights For Designs Other Than Logos. For any non-logo design(s) that we create for you, we give you the following rights: reproduction rights, geographical rights, rights to use only in print media and online. If you want to purchase a right thatʼs not listed in this paragraph, you and us will need to negotiate a separate license for
such additional rights, and youʼll pay us a separate fee.
12. Entire Agreement. This Agreement constitutes the complete and exclusive agreement between you and us concerning the work on this project, and it supersedes all other prior agreements and representations, whether stated orally or in writing. We can modify this agreement in writing, if both you and we sign that modification.
13. We are an Independent Contractor. You agree that we are an independent contractor and not your employees. Although you will provide general direction to us, we will determine, in our sole discretion, the manner and ways in which we will create the design(s) for you. The work that we create for you under this Agreement will not be deemed a “work-for-hire”, as that term is defined under U.S. Copyright Law. Whatever rights we grant you are contained in this Agreement.
By working with Visual Realm, you and us 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 on the original proposal sent to you.