GRAPHIC DESIGN CONTRACT

This Graphic Design Contract (hereinafter referred to as the "Agreement") is made and effective [effective date] (the “Effective Date”),

PARTIES

The Parties agree that the Designer will deliver the following services:

The Designer will deliver the services on or before [completion date].

INDEPENDENT CONTRACTOR

The Designer is an independent contractor and not an employee, agent, joint venturer, or partner of the Client. The Designer has no authority to bind the Client. The Designer is solely responsible for all taxes, withholdings, and other statutory, regulatory, or contractual obligations of any sort, including compensation and benefits for its personnel.

APPROVALS

The Designer agrees to obtain the consent of the Client for any expenses to be incurred that exceed $250.00 USD in fees.

FEES

The Parties agree that the total cost of the services will be [total fee amount], payable as follows:

_____ USD (Initial Payment): Due at the signing of this Agreement.

Remaining balance (Final Payment): Due within thirty (30) days of the Client’s written acceptance of the services and receipt of a correct and undisputed invoice.

The Designer will provide an invoice to the Client each month for the services completed. Invoices are payable Net 30 days from receipt. Any late amounts may accrue a late charge at the lesser of 1.5% per month or the maximum rate permitted by applicable law. The Client will reimburse only pre-approved, reasonable, out-of-pocket expenses at cost with receipts; the Designer is responsible for its own overhead and taxes.

TERMINATION

This Agreement may be terminated in the event of:

Immediate termination if either Party breaches this Agreement or any of the conditions set forth herein and fails to remedy the breach within 7 days.

This Agreement will automatically terminate upon completion of the services.

The Client may terminate this Agreement for convenience upon ten (10) days’ written notice. Upon such termination, the Client will pay for services properly performed and approved expenses incurred up to the effective termination date, and the Designer will promptly deliver all work-in-progress and Deliverables created to date.

CONFIDENTIALITY

All terms and conditions of this Agreement and any materials provided during the term of the Agreement must be kept confidential by the Designer unless the disclosure is required pursuant to the process of law.

OWNERSHIP

The Parties agree that all work product, deliverables, designs, drafts, and other materials created by the Designer in the course of performing the services (collectively, “Deliverables”) are specially commissioned works and, to the maximum extent permitted by law, shall be deemed “works made for hire” owned exclusively by the Client. To the extent any Deliverable (or any portion thereof) does not qualify as a work made for hire, the Designer hereby irrevocably assigns to the Client all right, title, and interest in and to such Deliverables worldwide, including all intellectual property rights, and agrees to execute further documents reasonably requested by the Client to perfect such rights. The Designer retains ownership of its pre-existing materials and tools, but grants the Client a perpetual, worldwide, royalty-free, irrevocable license to use, reproduce, modify, and create derivative works of such pre-existing materials as incorporated in the Deliverables. The Designer will not publicly display or use the Deliverables (including in portfolios or case studies) without the Client’s prior written consent.

GOVERNING LAW

This Agreement is governed by, and interpreted in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of law.

REPRESENTATION AND WARRANTIES

The Parties agree and disclose that they are fully authorized to enter this Agreement. Both Parties' performances and obligations are not to violate the rights of any third party or else violate other, if any, agreements made between them and/or any other organization, person, business or law/governmental regulation.

DISCLAIMER OF WARRANTIES

The Designer warrants to complete the services listed in this Agreement as per the Client's requirements and specifications. However, the Designer does not represent or warrant that such services provided in this Agreement will create additional sales, exposure, brand recognition, profits or other benefits. In addition to the above, the Designer holds no responsibility towards the Client in the event that the delivered work does not lead to the Client's desired results.

LIMITATION OF LIABILITY

Under no circumstances will either party be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action). The foregoing limitation will not apply to (i) a party’s breach of its confidentiality obligations, (ii) a party’s infringement or misappropriation of the other party’s intellectual property rights, or (iii) a party’s willful misconduct or gross negligence.

INDEMNIFICATION

The Designer will defend, indemnify, and hold harmless the Client and its affiliates, officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) allegations that the Deliverables infringe any U.S. intellectual property rights or misappropriate any trade secrets; or (b) bodily injury, death, or tangible property damage caused by the negligent acts or omissions of the Designer. The foregoing indemnity will not apply to the extent the claim arises from (x) modifications to the Deliverables not made by or at the direction of the Designer, or (y) combinations of the Deliverables with items not provided by the Designer, if the claim would not have arisen but for such modifications or combinations. If an infringement claim occurs or is likely, the Designer may, at its expense and in consultation with the Client, procure the right for the Client to continue using the Deliverables, replace or modify the Deliverables so they are non-infringing and functionally equivalent, or, if neither is commercially reasonable, refund amounts paid for the affected Deliverables.

AMENDMENTS

The Parties agree that any amendments made to this Agreement must be in writing, where they must be signed by both Parties to this Agreement. Accordingly, any amendments made by the Parties will be applied to this Agreement.

ASSIGNMENT

The Parties hereby agree not to assign any of the responsibilities in this Agreement to a third party, unless consented to by both Parties in writing.

ALTERNATIVE DISPUTE RESOLUTION

Any dispute or difference whatsoever arising out of, or in connection with, this Agreement shall first be subject to good-faith negotiation between authorized representatives of the Parties. If not resolved within 30 days, the Parties agree to submit the dispute to non-binding mediation in the State of Delaware. If the dispute is not resolved through mediation, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, and waive any objection based on forum non conveniens.

ENTIRE AGREEMENT

This Agreement contains the entire agreement and understanding among the Parties to it with respect to its subject matter, and supersedes all prior agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to its subject matter. The express terms of the Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of its terms.

SEVERABILITY

In the event that any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, then the remaining provisions will remain in force in accordance with the Parties' intention.

SIGNATURE AND DATE

The Parties hereby agree to the terms and conditions set forth in this Agreement and such is demonstrated by their signatures below: