Graphic Design Contract Template (Free Download)

Graphic Design Contract

This Graphic Design Agreement (the “Agreement”) is entered into ________________________ (the “Effective Date”) by and between ____________________________ with an address of _______________________ (the “Client”) and ________________________________ with an address of ________________________ (the “Designer”), also individually referred to as (the “Party”), and collectively (the “Parties.”) 

 

Background. The Client is in need of graphic design services. The Designer is capable of and willing to provide such services. Therefore, the Parties agree to enter into this Agreement in order for the Designer to provide graphic design services to the Client upon the terms and conditions set forth as follows.

Terms and conditions.

1. Graphic design services.  The Client requires specific graphic design services, which the Designer shall provide. The list of requested services is laid out in Attachment 1 (the “Services”).

2. Term and schedule. This Agreement shall commence upon the Effective Date as stated above and shall continue until all of the Services have been completed and all of the Fees have been paid. The Services shall be completed in accordance with the schedule set forth in Attachment 2 (the “Schedule”).

3. Fees and payment. In consideration of the Services provided by the Designer, the Client shall pay the fees set forth in Attachment 3.

   1. Fees Calculated by Time and Materials. If the payment terms set forth in Attachment 3 provide that the Client shall pay the Designer on an hourly and material basis, the following terms shall apply:

      1. Fees for the Services shall be calculated in accordance with the Designer’s standard daily fee rates for the Designer’s team;

      2. The Designer’s standard daily fee rates for each individual person are calculated on the basis of an eight-hour day;

      3. The Designer shall not be entitled to charge on a pro-rata basis for partial days worked by the Designer’s team unless it has the Client’s prior written consent to do so;

      4. The Designer shall ensure that the members of the Designer’s team complete timesheets recording time spent on the Services. The Designer shall use said timesheets to calculate the charges covered by each monthly invoice; and

      5. The Designer shall invoice the Client monthly in arrears for its charges for time, expenses, and materials for the month concerned.

   2. Fees Calculated at Fixed Rate.  If the payment terms set forth in Attachment 3 provide that the Client shall pay the Designer a fixed rate which shall cover all of the Services set forth in Attachment 1, the following terms shall apply:

      1. The total price for the Services shall be the amount set forth in Attachment 3.

      2. The Client shall pay the total price in installments, as set forth in Attachment 3, with each installment being conditional on the Designer achieving the corresponding milestone.

   3. Additional Payment Terms. The following terms apply regardless of whether 3.a. or 3.b. is applicable.

      1. The Client shall pay each invoice which is properly due and submitted to the Client by the Designer within ________ days of receipt by check or wire transfer as laid out in Attachment 3.

      2. If the Client fails to pay any amount payable by the Client under this Agreement, the Designer may charge the Client interest on the overdue amount from the due date up to the date of actual payment at a rate of _____% per annum compounded quarterly.

      3. Invoices covering payment for materials purchased by, or services provided to, the Designer, or for reimbursement of expenses, shall be payable by the Client only if previously approved by the Client in writing and if accompanied by associated receipts.

      4. The Designer shall maintain complete and accurate records of the time spent and materials used by the Designer in providing the Services in a form specified by the Client. The Designer shall allow the Client to inspect such records at all reasonable times upon request. 

      5. Either Party may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the other Party against any amounts payable by it to the other Party. 

4. Responsibilities of the parties. 

Designer. The Designer shall provide the Services and deliver the deliverables to the Client in accordance with Attachments 1 and 2. The Designer shall allocate sufficient resources to the Services in order for the Designer to meet the obligations set forth in Attachments 1 and 2. 

The Designer agrees to:

1. Cooperate with the Client in all matters relating to the Services;

2. Ensure that the Designer’s team uses reasonable skill and care in the performance of the Services;

3. Ensure that the Designer’s team observes all applicable rules and regulations and any other reasonable requirements that apply to the execution of the Services;

4. Notify the Client as soon as the Designer becomes aware of any legal compliance hazards or issues which may arise in relation to the Services; and

5. Before the date upon which the Services are to start, obtain, or ensure that the Client has obtained, and at all times maintain, all necessary licenses and consents and comply with all relevant legislation in relation to:

   1. the Services; and

   2. the use of pre-existing material

6. The Designer is expected to meet the timelines set forth in Attachment 2. In the event the Designer fails to meet the timelines set forth in Attachment 2, the Client may (without prejudice to any other rights it may have):

   1. Terminate this Agreement, in whole or in part without liability to the Designer;

   2. Refuse to accept any subsequent performance of the Services which the Designer attempts to make;

   3. Purchase substitute services for another designer;

   4. Hold the Designer accountable for any loss and additional costs incurred; and/or

   5. Demand all sums previously paid by the Client to the Designer under this Agreement, but not yet earned, be refunded to the Client by the Designer

Client. The Client agrees to:

1. Cooperate with the Designer in all matters relating to the Services;

2. Provide access to the Client’s data as may be reasonably requested by the Designer; and

3. Provide the content and material reasonably necessary to carry out the Services in a timely manner, and ensure that such material is appropriately licensed, consented, permitted, and accurate in all material respects.

1. Quality of services. The Designer warrants to the Client that:

   1. The Designer will perform the Services with reasonable care and skill and in accordance with generally recognized commercial practices and standards in the industry for similar services;

   2. The Services will conform with all descriptions and specifications provided by the Client to the Designer and as set out in Attachment 1; and

   3. The Services and subsequent deliverables will be provided in accordance with all applicable legislation from time to time in force, and the Designer will inform the Client as soon as it becomes aware of any changes in that legislation. 

The terms of this section shall survive any performance, acceptance, or payment pursuant to this Agreement and shall extend to any substituted or remedial services provided by the Designer. 

1. Acceptance of deliverables. If the deliverables that are a result of the Services are to be directly dispatched to a third party for printing by the Designer, the Client shall have the right to approve the deliverables before they are dispatched. If the Designer fails to secure the Client’s approval prior to dispatch, the Client shall not be obligated to pay the Designer’s charges associated with the dispatch and printing of the deliverables. 

2. Ownership rights and intellectual property. The Client continues to own any and all proprietary information it shares with the Designer during the term of this Agreement for the purposes of the Agreement. The Designer has no rights to this proprietary information and may not use it except to complete the Services. Upon completion of the Agreement, the Client will own the final graphic design deliverables. 

While the Designer will customize the Client’s deliverables to the Client’s specifications, the Client recognizes that graphic designs generally can have a common structure and basis. The Designer continues to own any and all template designs it may have created prior to this Agreement. The Designer will further own any template designs it may create as a result of this Agreement.

The Designer shall indemnify the Client against all damages, losses, and expenses arising as a result of any action or claim of infringement of Intellectual Property Rights of a third party. This indemnity is subject to the following conditions:

1. The Client promptly notifying the Designer in writing of the claim;

2. The Client making no admissions or settlements without the Designers’ prior written consent; 

3. The Client giving the Designer all information and assistance that the Designer may reasonably require; and

4. The Client allowing the Designer complete control over the litigation and settlement of any action or claim.

The Designer further warrants that it shall not use or re-create the look and/or feel of any prior projects in the execution of the deliverables under this Agreement and that the Designer shall not use or re-create the look and/or feel of the deliverables under this Agreement in any future projects in order to minimize any claims for violation of Intellectual Property Rights.

1. Confidentiality. During the course of this Agreement, it may be necessary for the Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, with the Designer in order for the Designer to complete the Services in their final form. The Designer will not share any of this proprietary information at any time. The Designer also will not use any of this proprietary information for the Designer’s personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by its natural termination or early termination by either Party.

2. Termination. Either Party may terminate this Agreement immediately at any time by written notice to the other Party if:

   1. The other Party commits any material breach of its obligations under this Agreement which (if remediable) is not remedied within fourteen (14) days after the service of written notice specifying the breach and requiring it to be remedied; or

   2. The other Party becomes insolvent or there is a change of control of the other Party, or the other Party ceases to trade; or

   3. The other Party has been subject to an event of Force Majeure for a continuous period of more than ninety (90) days.

Upon expiration or termination of this Agreement:

1. All licenses granted to the Designer under this Agreement shall terminate immediately;

2. The Designer shall promptly return all of the Client’s content and materials and copies of all of the deliverables that were a result of the Services, as is, to the Client; 

3. The Client shall pay the Designer any outstanding payment due and owing at the time of termination or expiration; and

4. All provisions of this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

1. Representations and warranties.

Designer. The Designer represents and warrants that the Designer has the right to enter into and perform this Agreement. The Designer further represents and warrants that the Designer has the right to utilize and distribute the designs created for the Client and that such designs are not owned by anyone else to the Designer's knowledge. In the event that the Designer does not have these rights, the Designer will reimburse the Client for any associated damages the Client may experience or will take responsibility for such damages so that the Client does not experience any damages.

Client. The Client represents and warrants that the Client has the rights to use any proprietary information, including, but not limited to trade secrets, trademarks, logos, copyrights, images, data, figures, content, and the like that it may provide to the Designer to be included in the deliverables for the Services. In the event that the Client does not have these rights, the Client will reimburse the Designer for any associated damages the Designer may experience or will take responsibility for such damages so that the Designer does not experience any damages.

1. Disclaimer of warranties. The Designer shall complete the Services for the Client’s purposes and to the Client’s specifications. THE DESIGNER DOES NOT REPRESENT OR WARRANT THAT SUCH DELIVERABLES WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. THE DESIGNER HAS NO RESPONSIBILITY TO THE CLIENT IF THE DELIVERABLES DO NOT LEAD TO THE CLIENT’S DESIRED RESULT(S). 

2. Limitation of liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT, LOST BUSINESS, OR COSTS OF DELAY.

3. Force majeure. An event of Force Majeure shall mean any event that may arise which is beyond the reasonable control of the affected Party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).

A Party who becomes aware of an event of Force Majeure which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement shall immediately notify the other Party and shall inform the other Party of the period for which it is estimated that such failure or delay will continue. The affected Party shall take all reasonable steps to mitigate the effect of the Force Majeure.

1. Notices. Any and all Notices sent under this Agreement shall be in writing in the English language and sent by personal delivery, facsimile or electronic mail transmission, or pre-paid, first class registered mail to the addresses below stated.

If to the Client

Addressee: _____________________________________

Company Name: _____________________________________

Address: _____________________________________

_____________________________________

Facsimile Number: _____________________________________

Email address: _____________________________________

 

If to the Designer

Addressee: _____________________________________

Company Name: _____________________________________

Address: _____________________________________

_____________________________________

Facsimile Number: _____________________________________

Email address: _____________________________________

 

1. Assignment. The Designer may not assign or transfer any of its rights or obligations under this Agreement. The Client may assign or transfer any or all of its rights or obligations under this Agreement, provided the Client gives the Designer prior written notice of such assignment.

2. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable. 

3. Legal fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.

4. Legal and binding agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.

5. Governing law and jurisdiction. The Parties agree that this Agreement shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do business in different States and/or Countries, this Agreement shall be governed by ____________________ law.

6. Entire agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both Parties.

 

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The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

 

Client 

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________

Designer

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________

 

 

ATTACHMENT 1

SERVICES

 

ATTACHMENT 2

SCHEDULE

 

ATTACHMENT 3

FEES

FEES FOR SERVICES

PAYMENT TERMS

PAYMENT METHOD