The following terms are used frequently within the rest of the Terms, so they are being defined here.
- “Proposal” means the document provided to you in supplementation to these terms and any modifications to it as allowed under the terms of the Proposal.
- “CLIENT” means you or the parties you represent who received a contract proposal from DESIGNER.
- “DESIGNER” means RYAN MCGOVERN located at 1407 OTTAWA BEACH RD, HOLLAND MI 49423.
- “Parties” means CLIENT and DESIGNER, collectively.
- “Project” means the package of products and services described in the contract prepared for CLIENT as by the DESIGNER.
RESPONSIBILITIES OF DESIGNER
COMMUNICATION – The Designer will keep the Client updated on activities and progress at reasonable intervals, and reasonably respond to inquiries regarding progress. The Designer will allow the Client to propose modifications to design and content within the scope of the Marketing Management Specifications, or as agreed to in writing by the parties.
PRIVACY – The Designer understands that the Client may share some non-public, sensitive business information with the Designer while working on the Project. The Designer agrees to keep this information confidential and not disclose it to any outside parties.
RESPONSIBILITIES OF CLIENT
ADMIN PRIVILEGES – The Client will provide the Designer with all necessary access to website hosting, domain name registries, or related service providers for the purposes of completion of its work under this Marketing Management Agreement.
STOCK PHOTOGRAPHY SOURCE – The Client will establish a stock photography account (i.e. iStock, Shutterstock) for the Marketing Manager to gain stock imagery in cases where the Client does not provide their own photos for graphic design tasks. This cost is absorbed by the Client, and is not provided by the Designer in this Marketing Management Agreement.
CONTENT PROVISION – Unless specified otherwise, the Client will provide the Designer with any existing text, graphics, photos, designs, logos, trademarks, service marks, artwork or videos the Client would like to integrate into projects and tasks assigned under this agreement..
TIMELINESS – The Client will provide requested materials and respond to the Designer’s questions in a timely manner.
COMPENSATION – The Client will pay the Designer for the work specified under this Agreement on an automatic monthly payment plan for the amount agreed upon in this proposal.
INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
COPYRIGHTS – Both parties agree on the importance of respecting the intellectual property rights of others, including rights relating to patents, trademarks, service marks, and copyrights.
OWNERSHIP INFRINGEMENT – The Client guarantees that any elements of text, graphics, photos, designs, logos, trademarks, service marks, artwork, or video that it provides to the Designer for inclusion in the website or marketing materials are either owned by Client, or that Client has permission from the owner to use them on the website. Likewise, the Designer guarantees that any elements of text, graphics, photos, designs, logos, trademarks, service marks, artwork, or video that it includes in the website has either been provided by the Client, or is owned by the Designer, or used with permission of the owner for use on the website and marketing materials. Additionally, neither Party shall include within the website any functionality that is protected by a patent to which the Party has no license or permission to use. If either party, either intentionally or inadvertently, violates these guarantees, that party agrees to indemnify (pay for) any resulting damages to the other party based on a claim from the owner, including attorney fees.
RESULTING PROPERTY RIGHTS – As to the remainder of the project, intellectual property rights are designated as follows:
a. The Client owns the intellectual property rights to all text, graphics, photos, designs, logos, trademarks, service marks, or artwork, provided to the Designer for purposes of this Agreement. The Designer has a limited, royalty-free, right to use such items for the purposes of completing its obligations under this Proposal, and for purposes of showing potential clients examples of the Designer’s work.
b. The Designer owns the intellectual property rights to all text, graphics, photos, designs, logos, artwork or other visual elements that the Designer creates for Client for this project until final payment is made by the Client. At that time, ownership shall pass to the Client with the Designer retaining a limited, royalty-free, right to use such items for the purposes of completing its obligations under this Proposal, and for purposes of showing potential clients examples of the Designer’s work.
FILE STORAGE – The Designer will give the Client a copy of all files relevant to this Proposal to be safely stored. The Designer is not required to keep them or provide any native source files used in making them. The Designer will own the XHTML markup, CSS and other code and license it to the Client for use on only this project.
WEBSITE LINK SHARING – The Designer reserves the right to display and link to the Client’s website as part of the Designer’s portfolio and to write about the project on websites, in magazine articles and in books about web design, graphic design, and marketing.
MODIFICATIONS – The Parties understand that sometimes circumstances change after an agreement is entered into that may affect the scope of work or the cost of performing the agreement. The Parties agree to the following procedures in this event.
- A point of contact either from the Client or Designer must be made to address a change in the scope of work. This can be by phone or email.
- Within 14 days of the initial contact, Client and Designer must revisit the initial contract to make appropriate edits to the scope of work and timeline so both find an agreement that they can move forward with and sign.
- If either the Client or Designer do not form an agreement to modify or terminate the contract within 14 days of the initial point of contact, the project is to be put on hold until an agreement is made.
CONFIRMATION & COMPENSATION – Any significant modification to the scope of work to be performed by the Designer must be agreed to by both parties in writing (email confirmation is acceptable), including any corresponding change in costs to be paid by the Client.
GENERAL CONTRACT TERMS
ATTORNEY CONSULTATION – The Parties each represent that they are authorized to enter into this Proposal and have had the opportunity to consult with their own attorney(s) in advance of executing this Proposal.
RELATIONSHIP – The parties are not intending this Agreement to create a partnership, agency, employer-employee, joint venture, or franchise relationship between the Designer and Client. Neither party will incur debts or make any commitments to third parties on behalf of the other.
DELEGATION – Neither of the parties has permission to assign or delegate any of their responsibilities under this Proposal to anyone else without the prior written agreement of the other party.
SOLICITATION – The Parties acknowledge that they may obtain access to information regarding each other’s clients, employees or independent contractors during the course of this Agreement. Both Parties agree that they will not solicit any business from each other’s clients, hire the employee or independent contractor during the course of this Proposal, nor for one calendar year following termination of this Proposal unless consented to in writing.
DISPUTES – In the unlikely event that the Parties later have a dispute about the meaning of this Proposal or whether one or the other failed to meet their responsibilities under this Proposal, the Parties agree to the following:
a. The complaining party will provide a written explanation of their dispute to the other party, and the parties will then, within seven (7) days, in good faith discuss the dispute and seek a mutually acceptable resolution. If the dispute has not been resolved within thirty (30) business days after such good faith discussions begin, either party is free to assert its rights in court, if they choose.
b. In the event of such a dispute, the parties agree that this Proposal would be interpreted in accordance with the laws of the State/Province of Michigan (with the understanding that laws regarding how agreements are interpreted is different from state to state) and that the venue, or location, of any dispute or lawsuit would be in the proper court for the County of Roscommon in the State/Province of Michigan.
c. If any part of this Proposal is determined by a court to be illegal, invalid, or unenforceable, this Proposal will still bex enforce between the parties as to the remainder of this Proposal.
d. Damages for breach of this Proposal will be limited as follows: to the Designer, the total dollar amount of this Proposal; to the Client, the reasonable cost of performing any substitute work necessary to complete the project, and attorney fees and costs to the prevailing party in any lawsuit.
BREACH – Neither party will be considered to acquiesce to any breach of this Proposal by the other party unless they say so in writing.
LAWFULNESS – The party’s responsibilities in this Proposal are subject to all relevant laws and government regulations.
COMPLETENESS – This Agreement is the entire proposal between the parties. Neither party has any understandings or expectations from the other party that is not stated in this Proposal.
Last updated: October 10, 2018