Design agreement template for various between a designer and client

1. IMPORTANT NOTICE - You Are Strongly Advised To Read This Document Carefully
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Design Agreement
1. Identification of the Parties:
This Agreement is made between ______________________________ [NAME
OF CLIENT] (the "Client") of _________________________ [ADDRESS] and
________________________ [NAME OF DESIGNER] (the "Consultant") of
_________________________ [ADDRESS].
2. Purpose of Agreement:
Client desires to retain Consultant as an independent contractor to
create work described in a separate proposal (the “Brief”) which is
attached to and made part of this Agreement. Consultant is ready,
willing and able to undertake the development of such work and
agrees to do so under the terms and conditions set forth in this
Agreement. Accordingly, the parties agree as follows:
3. Confidentiality:
The Client and the Consultant may disclose confidential information
one to the other to facilitate the work under this agreement. Such
information shall be so identified in writing at the time of its
transmittal, and shall be safeguarded and not disclosed to third
parties by the receiving party. Confidential information shall not
include information that:
a. Is already known to the party to which it is disclosed;
b. Is or becomes part of the public domain without breach of
this agreement;
c. Is obtained from third parties, which have no obligation
to keep confidential to the parties to this agreement.
4. Payment:
[ALTERNATIVE 1 (TIME AND MATERIALS AGREEMENT)]:
Consultant shall be compensated at the rate of $ ______ [RATE] per
hour [OR "day," "week," "month"]. Payment will be made within
___________ [NUMBER OF DAYS] days of Consultant's submission of an
invoice for work completed.
[OPTIONAL: "Unless otherwise agreed upon in writing by Client,
Client's maximum liability for all services performed during the
term of this Agreement shall not exceed $ _______ [MAXIMUM
AMOUNT]."]

2. IMPORTANT NOTICE - You Are Strongly Advised To Read This Document Carefully
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[ALTERNATIVE 2 (FIXED PRICE AGREEMENT)]:
The total contract price shall be set forth in the Brief. Client
shall pay the Consultant a percentage of 50% [INITIAL AMOUNT] of the
total amount upon execution of this Agreement and the sum of
$ _________ [AMOUNT ON COMPLETION] upon Consultants completion of
the work.
[END ALTERNATIVE 2]
5. Payment of Consultant's Costs:
[ALTERNATIVE 1--FULL REIMBURSEMENT:]
Client shall reimburse Consultant for all out-of-pocket expenses
incurred by Consultant in performing services under this Agreement.
Such expenses include, but are not limited, to:
a. all communications charges
b. media costs;
c. travel expenses other than normal commuting, including
airfares, rental vehicles, and highway mileage in company
or personal vehicles at ___ shillings per mile; and
d. Other expenses resulting from the work performed under
this Agreement.
Consultant shall submit an itemized statement of Consultant's
expenses. Client shall pay Consultant within 15 days from the date
of each statement. [END ALTERNATIVE 1.]
[ALTERNATIVE 2--PARTIAL REIMBURSEMENT]
Client shall reimburse Consultant for all reasonable travel and
living expenses necessarily incurred by Consultant while away from
Consultant's regular place of business and engaged in the
performance of services under this Agreement.
[END ALTERNATIVE 2]
6. Late Fees:
Late payments by Client shall be subject to late penalty fees of
25% per month from the due date until the amount is paid.

3. IMPORTANT NOTICE - You Are Strongly Advised To Read This Document Carefully
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7. Reservation of rights:
All rights not expressly granted hereunder are reserved to the
Consultant, including but not limited to all rights in sketches,
comps, or other preliminary materials.
8. Permissions and releases:
The Client agrees to indemnify and hold harmless the Consultant
against any and all claims, costs and expenses, including attorney’s
fees, due to materials included in the work at the request of the
Client for which no copyright permission or previous release was
requested or uses which exceed the uses allowed pursuant to a
permission or release.
9. Publication:
The Client may publish or disclose information regarding the work
and shall acknowledge the support of the Consultant in all such
publications. The Client will not use the name of the Consultant, in
any advertising or publicity without the prior written approval from
the Consultant. The Consultant will not use the name of the Client,
in any advertising or publication without the prior written approval
of the Client.
10. Copyright notice:
Copyright is in the Consultant’s name. Upon completion of work, the
copyright will only be released to the Client upon the Consultants
signing of the release of copyright.
11. Termination:
Either party may terminate this agreement by giving fifteen (15)
days written notice to the other of such termination. In the event
that the work is postponed or terminated at the request of the
Client, the Consultant shall have the right to bill pro rata for
work completed through the date of that request, while reserving all
rights under this agreement.
If additional payment is due, this shall be payable within fifteen
(15) days of the Clients written notification to stop work.
In the event of termination, the Client shall also pay any expenses
incurred by the Consultant and that the Consultant shall own the
rights to the work. The Client shall assume responsibility for all
collection of legal fees necessitated by default in payment.

4. IMPORTANT NOTICE - You Are Strongly Advised To Read This Document Carefully
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The Client and the Consultant are independent parties and nothing in
this agreement shall constitute either party as the employer,
principal or partner of or joint venture with the other party.
Neither the Client nor the Consultant has any authority to assume or
create any obligation or liability, either expressed or implied, on
behalf of the other.
This agreement shall be governed by and constructed in accordance
with the laws of the Republic of Uganda applicable therein.
12. Signatures:
Each party represents and warrants that on this date they are duly
authorized to bind their respective principals by their signatures
below.
Client: [NAME OF CLIENT]
By: ____________________________________
(Signature)
________________________________________
(Typed or printed name)
Title: _________________________________ Date: _____________
Consultant: [NAME OF CONSULTANT]
By: ____________________________________
(Signature)
________________________________________
(Typed or printed name)
Title: _________________________________ Date: ______________