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This Contract is between (the "Client") and Elisa Wikey (the "Designer").

 

1. Work and Payment.

 

1.1 Project. The Client is hiring the Designer to do the following: (scope of work with milestone deadlines). The Client agrees to review sketches expediently so that the Designer can make changes without delay prior to final deadline. Final images will be completed and delivered no later than (date). Upon completion of images, the Designer will supply final image(s) (original or file type) to the Client. The Client will be able to use the final images for use in/on (scope of image use granted). Any use beyond this original scope must be renegotiated with the Designer and may require further fees.

1.2 Schedule. The Designer will begin work on (date) and must finish the work by (date).

1.3 Payment. The Client will pay the Designer a (fee and date due).

2. Ownership and Licenses.

2.1 Designer Retains Ownership, But Grants Client License. The Designer retains ownership in any work product related to this project, but grants the Client to use the work product in the following way(s): The Client has the right to (use work in this scope), but the Client cannot modify it, re-sell it, or use it for other purposes without prior written consent from the Designer. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Designer works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Designer grants the Client license to this work product once the Client pays for it in full.

3. Representations.

3.1 Designer Has Right To Give Client Work Product. The Designer promises that it owns the work product, that the Designer is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Designer uses employees or subcontractors, the Designer also promises that these employees and subcontractors have signed contracts with the Designer giving the Designer any rights that the employees or subcontractors have related to the Designer’s background IP and work product.

3.2 Designer Will Comply With Laws. The Designer promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

3.3 Work Product Does Not Infringe. The Designer promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Designer has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Designer has entered into or will enter into with someone else.

4. Term and Termination. This Contract ends on (project end date), unless the Client or the Designer ends the contract before that time. Either party may end this Contract for any reason by sending an email or letter to the other party. The Designer must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Designer for the work done up until when the Contract ends and will reimburse the Designer for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Representations); 5 (Limitation of Liability); 6 (Indemnity); and 7 (General).

5. Limitation of Liability. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.

 

7. Indemnity.

7.1 Client Indemnity. In this Contract, the Designer agrees to indemnify the Client from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Designer has done under this Contract; (ii) a breach by the Designer of its obligations under this Contract.

7.3 Designer Indemnity. In this Contract, the Client agrees to indemnify the Designer from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

8. General.

8.1 Assignment. This Contract applies only to the Client and the Designer.

8.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

8.3 Modification; Waiver. To change anything in this Contract, the Client and the Designer must agree to that change in writing and sign a document showing their contract.

8.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

8.6 Signatures. The Client's electronic signature on this document will count as original for all purposes. The Designer providing this document to the Client will count as an original signature for all purposes.

8.7 Governing Law. The laws of the state of Texas govern the rights and obligations of the Client and the Designer under this Contract, without regard to conflict of law principles of that state.

8.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract.