Contract Between NAME & Kdezigns

OVERVIEW: 

This agreement is made on by and between NAME and Kdezigns in consideration of the mutual agreement made herein, both parties agree to the total cost and deliverables outlined in this agreement.

DELIVERABLES:

12345

INVESTMENT: $

Client shall pay the Total Cost to Designer as follows:

• Here total split into 2 installments 

• Project Deposit $ At Booking

• 1st Installment $ Due At | 

• 2nd Installment $ Due Upon Project Completion |

Cancellation: 

Both parties understand that Client or Designer may terminate the service at any time if, for any reason, the relationship is deemed unsatisfactory by either party. Upon written or verbal cancellation, Client is responsible for payment for all expenses incurred and any work done towards the completion of the project based on the percentage of the project completed that is mutually determined by Designer and Client. Should Client cancel the project following its completion, Client is responsible for full payment as per the agreed upon estimate plus all expenses incurred. In the event of cancellation, Designer retains ownership of all copyrights and original work created. Project deposits are non-refundable.

Compensation: 

All payments must be made through portal that Designer sends. Unless otherwise discussed and agreed upon with Designer and Client.

Late Payments and Fees:

 If Client is late on payment, a late fee of $150will be added for each week that the payment is late. If over 30 days late, interest will start accruing and Designers will take legal action against Client. If the Clientʼs unpaid invoices are referred to an attorney or collections agency, the client shall pay all reasonable attorneyʼs fees or collections agency fees in addition to the late fee and accrued interest.

Deliverables: 

Designer will not deliver any final files until the invoice has been paid in full unless previously discussed. If the account is overdue, Client will not receive any deliverables until all outstanding invoices have been paid.

Pause Clause:

Client acknowledges and agrees that Clientʼs timely response to Designers requests for feedback will have significant impact on the schedule set forth in the Proposal and the quality of work. Therefore, Client hereby agrees that if Designer requests information, guidance, or feedback on any work and Client does not respond within five (5) Business Days, Designer will issue a pause notice to Client advising the Client that all performance hereunder will temporarily cease if Client does not provide the originally requested information, guidance, or feedback within twenty- four hours (24) of receipt of the pause notice. If Client does not provide the requested information, guidance, or feedback by the end of such twenty-four hour period, Designerʼs performance hereunder will temporarily cease. Designer will have no liability associated with such pause. If Client desires that Designer resume work, Client must first make payment of the Pause Fee. The "Pause Fee" is $300. If the Pause Fee is not paid within six months, the project with be timed out and the Designer will keep any and all monies from the project.

NON-DISCLOSURE AND NON-SOLICITATION

Designer shall not directly or indirectly disclose to any person other than a representative of Client at any time either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to Client, including but not limited to customer lists, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets. Furthermore, Designer agrees that during the term of this Agreement, and for 2 years following the termination of this Agreement, Designer shall not directly or indirectly solicit or attempt to solicit any customers or suppliers of Client other than on behalf of Client itself.

INTELLECTUAL PROPERTY

Copyright Ownership: 

In the event that any copyrighted work(s)are created as a result of the Services provided by Designer in accordance with this Agreement, Designer owns all copyrights in any and all work(s) it creates or produces pursuant to federal copyright law (Title 17,Chapter 2, Section 201-02of the United States Code), whether registered or unregistered. Any and all products, whether tangible or intangible, produced or created in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by Designer and may be used in the reasonable course of Designer's business.

Website Copy :

Client agrees to provide all necessary information and content for the website copy in a timely manner. If Designer is providing the copy, Designer warrants that the copy will be original and not infringe on any copyright or intellectual property rights of third parties. Designer is not responsible for any damages arising out of the use of the copy.

Payment Conditions and Client Restrictions:

This agreement stipulates that the Client shall not engage in any of the following activities until they have made complete payment for the services rendered by the Designer, irrespective of any prior agreements or understandings to the contrary.

1. Client may not copy, duplicate, distribute, republish, or incorporate the Deliverables or allow others to copy, duplicate, distribute, republish or incorporate or use the Project.

2. Client may not crop, distort, manipulate, reconfigure, mimic, animate, create derivative works or extract portions or in any other manner, alter the Final Art. All copyright, trademarks, design rights and other intellectual property (registered and unregistered) shall remain vested in Designer. The Client agrees that such proprietary material is solely for Clientʼs own personal use.

3. Any disclosure to a third party, copying or republishing any portion of the Deliverable or its contents is strictly prohibited and constitutes infringement.

Artistic Release: 

Client has spent a satisfactory amount of time reviewing Designer's work and has a reasonable expectation that Designer will perform the Services in a similar manner and style unless otherwise specified in this Agreement.

Consistency: 

Designer will use reasonable efforts to ensure Client's desired Services are produced in a style and manner consistent with Vendor's current portfolio and Designer will try to incorporate any reasonable suggestion made by Client. However, Client understands and agrees that: Every client is different, with different tastes, budgets, and needs; services are often a subjective art and Designer has a unique vision, with an ever-evolving style and technique; Designer will use its artistic judgment when providing Services for Client, which may not include strict adherence to Clientʼs suggestions. Although Designer will use reasonable efforts to incorporate Clientʼs suggestions and desires when providing Client with the Services, Designer shall have final say regarding the aesthetic judgment and artistic quality of the Services.

REPRESENTATIONS AND WARRANTIES 

Client represents and warrants to Designer that to the best of Clientʼs knowledge, use of the Client content does not infringe the rights of any third party. Designer represents and warranty to Client that to the best of Designerʼs knowledge, the Deliverables will not violate the rights of any third parties.

Website Platform and hosting fees:

The designer shall not be held accountable for any issues arising from the platform on which the website is built, including but not limited to crashes, system failures, or other technical difficulties beyond the designer's control. The client shall be solely responsible for all charges incurred in connection with the platform, including hosting fees, domain registration fees, and other related charges. The client assumes all risks and responsibilities associated with the chosen platform, and agrees to indemnify and hold the designer harmless from any and all claims, damages, or expenses arising from such issues.

ACCREDITATION AND PROMOTION

Designer shall be entitled to place accreditation, as a hyperlink, in the form, size and location as incorporated by Designer in the Deliverables on each page of the Final Deliverables. Designer retains the right to reproduce, publish and display the Deliverables in Designerʼs portfolios and websites, 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. Client agrees to give the Designer proper credit for creations. Small hyperlink's are usually added to the footer of project that link back to Designer's website for online designs.

Limit of Liability: 

Client agrees that the maximum amount of damages they is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Designer.

Loss of Product: 

In the event that any or all product(s) are lost, such as damage to or loss of a component of the product necessary for final delivery, Designer shall refund Client a pro-rated portion of the Total Cost based on the amount of Services that were completed/provided against the amount of Services that were agreed to be completed/provided. It will be capped at $1000and have a time limit of 3 months. Any designs not downloaded or saved in a timely manner is not fault of the Designer.

Indemnification: 

Client agrees to indemnify, defend and hold harmless Designer and its affiliates, employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to Services and/or product(s)Designer provides to Client.

Hourly Rate / Changes: 

Unless otherwise provided herein, Client shall pay additional charges for all changes requested by Client which are outside the Scope of the Services on a time and materials basis, at Designerʼs standard hourly of $100 per hour, or in an amount separately agreed upon in writing in advance of the change. Such charges shall be in addition to all other amounts payable under this Agreement despite any maximum budget, contract price or final price identified therein. Designer may extend or modify any delivery schedule or deadline as required by such Changes. Client understands that time estimations given are estimations and designs or projects may take longer than expected.

Impossibility: 

**Force Majeure:**No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted partyʼs (“Impacted Party”) control, including, but not limited to, the following Force Majeure Events: (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within 5 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Partyʼs failure or delay remains uncured for a period of 5 days following Notice given by it, the other party may thereafter terminate this Agreement upon Notice.

Failure to Perform Services: 

In the event Designer cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:

Immediately give Notice to Client via the Notice provisions detailed in this Agreement; and 

Attempt to find another competent professional to take its place with the mutual agreement of Client(s); 

If another competent professional is not available or Client(s) do not agree to transfer of obligations to said alternate professional, Company will issue a refund or credit based on a reasonably accurate percentage of services rendered; and 

Excuse Client(s) of any further performance and/or payment obligations in this Agreement.

APPROPRIATE CONDUCT

Project: The Client(s) expressly agree(s) to take best efforts to provide the Designer with safe and appropriate working conditions. In the event of circumstances deemed by either Designer or a bystander to present a threat or implied threat of injury or harm to Designer or equipment, Designer reserves the right to cancel all services remaining under this Agreement and leave the event with no refund given. At the owner's discretion, Designer may enact a three-strike policy. After the first offense, Designer will make reasonable efforts to notify the Client(s) or a responsible party. 

If the Client(s) is/are able to respond to the threatening situation in a reasonable amount of time (maximum of 15 minutes), Designer shall resume work in accordance with the original terms of this Agreement. If the threatening behavior occurs for a second time, the Client(s) will agree to remove the offending person for the remainder of the event. If the behavior occurs a third time, Designer will immediately leave the event. If Designer leaves the event early due to any offending behavior, the Client(s) expressly agree to relieve and hold Designer harmless as a result of incomplete event coverage, or for a lapse in the quality of the Designers work, and the Client(s) shall be responsible for payment in full.

Non Project: 

The Client(s) expressly agree(s) to take best efforts to provide Kia Gluzman with a safe and appropriate professional relationship. In the event of circumstances deemed to present a threat or implied threat of injury or unprofessional, harassing language or behavior to her, Designer will make reasonable efforts to notify the Client(s). If the Client(s) is/are able to respond to the threatening situation in a reasonable amount of time, Designer shall resume work in accordance with the original terms of this Agreement. If the inappropriate behavior continues, the Client(s) will agree to relieve and hold Designer harmless as a result of incomplete services under this Agreement, or for a lapse in the quality of Designer's work. The Client(s) shall be responsible for payment in full, regardless of whether the situation is resolved or whether Designer resumes work detailed in this Agreement.

Health & Safety: 

Client(s) further understand that Designer complies with all health and safety laws, directives, and rules and regulations. Client(s) expressly agree(s) that during the services rendered Client(s) and Client(s)ʼ agents shall not be unsafe, be exposed to severe illness, or request the Designer to do anything illegal or unsafe. Further, Designer will not provide services in any location or area deemed to be unsafe in its sole discretion, including, but not limited to, areas affected by communicable diseases, quarantined areas, or other similar occurrences. Under any of these circumstances, Designer reserves the right to end service coverage immediately and/or leave the agreement. Designer shall be entitled to retain all monies paid and Client(s) agree to relieve and hold Designer harmless as a result of incomplete event coverage, or fora lapse in the quality of Designer work

CONFIDENTIALITY

The Designer will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Service Provider, or divulge, disclose or communicate in any manner any information that is proprietary to the Client. Designer and team will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Service Provider will return to Client all records, notes documentation and other items that were used, created, or controlled by the Designer's during the term of this Agreement with the exception of items purchased by the Designer.

Service Location: 

The Service to be provided under this Agreement shall be performed at the Designerʼs place of business. (i.e. Home Office)

Model Release: 

I have read and agree to the following statement: I commission Kia Gluzman to create marketing materials for my business. I hereby grant and understand that Designer may use my images and marketing items she creates for my business (but not limited too) social media/advertisement/portfolio etc. Designer retains the right to reproduce the Project in any form for marketing, future publications, competitions or other promotional uses. This includes all video and images.

Severability: 

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

Communication: 

All acceptable communication should be done through the email, that the Designer provides or other agreed-upon communication. Meetings must be scheduled a Minimum of 48 hours in advance.

Client understands that the Designer has other paying clients and may not always be available last minute. The Designer may take 24-48 hours to respond to Client. Client understands that they must uphold the same response rate to the Designer. If they do not, deadlines may not be met at fault of the Client. Standard protocol for most paying clients of the Designer meet once per week/month depending on the scope of project. Client understands that Designer is NOT an employee.

If a task is requested to be completed outside of what is discussed in our recurring monthly meeting, we cannot honor any turnaround that is shorter than a week. In short, special assignments that are not pre-planned cannot be completed without advance notice. Any one-off tasks are billed at the hourly rate outlined in your initial welcome email and signed contract. If your homework & tasks are not completed, deadlines will be rescheduled to compensate. In the event of a significant homework delay, a fee may be added to your next invoice.

Contact Methods: 

For non-emergent requests, I can be contacted through email. Client support is not provided through social media DMs or unscheduled phone calls.

ARTWORK APPROVAL

Trademark Approval:

If the Client plans to obtain a trademark registration for the logo created under this Agreement, the Client must engage an attorney to conduct a trademark search. The Designer is not responsible for any trademark issues that may arise after the project is completed and delivered to the Client.

Business License and Name:

Client acknowledges and agrees that it is their responsibility to obtain an official business license and name prior to commencing any activities related to the services outlined in this contract. Client further acknowledges that they shall not use any business name that infringes on the intellectual property rights of any third party. In the event that Client uses a business name that is already registered, Client will be solely responsible for any legal consequences arising from such use. The Designer shall not be held liable for any damages or losses incurred by Client as a result of their failure to comply with this provisions. You acknowledge and agree that it is your responsibility to apply for an official business license and name in a timely manner to avoid any issues with the project. In the event that the name you have chosen is already taken and you have completed the project under a different name, the Designer shall not be held responsible or accountable for any costs, expenses or damages incurred as a result. You agree that the Designer is not obligated to redo any work done under a different name.

The Project Final Approval:

This representation of artwork is an example and may not be exactly to scale. However, we are giving you our best representation of what we expect the final placement/sizing to be. I understand this approval gives authorization for to proceed. I understand print proofs provided by are not calibrated press quality and are for content proofing. I also acknowledge that is not responsible for obtaining permission for use of intellectual property supplied by me to for my use. I take full responsibility for obtaining rights for any text, photos or original art submitted to for publication. By signing this form you agree that all of the above information is correct and ready for print. Once artwork has been approved no changes can be made and no refunds or exchanges of materials will be provided for anything that has been printed or produced. If changes need to be made after Client has already approved, any revisions beyond that shall be chargeable at a rate of $100 per hour.

Cancellation: 

Both parties understand that Client or Designer may terminate the service at any time if, for any reason, the relationship is deemed unsatisfactory by either party. Upon written or verbal cancellation, Client is responsible for payment for all expenses incurred and any work done towards the completion of the project based on the percentage of the project completed that is mutually determined by Designer and Client. Should Client cancel the project following its completion, Client is responsible for full payment as per the agreed upon estimate plus all expenses incurred. In the event of cancellation, Designer retains ownership of all copyrights and original work created. Project deposits are non-refundable.

General Provisions: 

The laws of Georgia State govern all matters arising out of or relating to this Agreement, including torts. 

Severability:

If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force. 

Notice: 

Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:

• Designer's Email:  kiagluzman@kdezigns.com

• Client Email: CLIENT EMAIL

Merger: 

This Agreement constitutes the final, exclusive agreement between the parties relating to the and Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. 

Amendment: 

The parties may amend this Agreement only by the parties’ written consent via proper Notice.

SIGNED ON DATE BY

Kia Gluzman

Designer Kia Gluzman, Kdezigns