All projects or services that Bloom Designs Company (“Designer”) may be contracted to produce or provide for the client will be subject to the following:
Engagement of Designer as Independent Contractor
Company hereby engages Designer, and Designer hereby accepts such engagement, as an independent contractor to perform the Services to assist Company and its employees and other independent contractor. It is understood and agreed by the parties hereto that Designer is entering into this Agreement in the capacity of an independent contractor and that nothing in this Agreement is intended to be construed as creating any other relationship between Company and Designer. Designer shall have no authority, express or implied, to act as an agent for Company for any purpose.
The Designer may incorporate certain Designer Tools into the Deliverables. "Designer Tools" means all design tools developed or utilized by Designer in performing the Services, including without limitation: pre-existing and newly developed software, Web authoring tools, type fonts, and application tools. In the event Designer Tools are incorporated into any Final Deliverable, then Designer grants Client a royalty-free, perpetual, worldwide, non-exclusive license to use the Designer Tools to the extent necessary to use the Final Deliverables. Designer retains all other rights in the Designer Tools.
Designers Right to Authorship Credit
Designer may use Work in Designer’s portfolio (including, but not limited to, any website that displays Designer’s works). Client and Designer agree that when asked, Client must properly identify Designer as the creator of Work. Client does not have a proactive duty to display Designer’s name together with Work, but Client may not seek to mislead others that Work was created by anyone other
Revisions and Alterations
Client will be given no more than five (5) original concepts, then four (4) revisions of the chosen design. Concept revisions, extensive alterations, or a switch in design may result in a delayed completion date. If further revisions are requisition, Designer will make modifications at a fee of $65 per hour. If the client decides to cancel the services before the service has been fully fulfilled, Designer will retain the non-refundable 50% deposit. If the client decides to cancel the service after final approval is made, Designer reserves the right to keep the full payment amount. Designer will begin work upon client’s approval of the estimate through a signed contract and payment of the 50% deposit.
Either one of us shall have the right, with or without cause, upon prior written notice delivered to the other party, to terminate this agreement. The termination of this agreement shall be effective as of the date of delivery of the notice. In the event of such termination, Designer shall have the right to apply the advance payment to any amounts due and unpaid at the time of termination and you will continue to remain responsible for any additional amounts due and all other contractual commitments pursuant to this letter incurred by you or on your behalf prior to the date of termination. To the extent any portion of the advance payment remains after payment of all contractual commitments, such amount will be refunded to you. Notwithstanding any such termination, your payment obligations under this Agreement and the rights of Designer shall survive the termination of this agreement.
Payments and Estimates
Client agrees to pay a non-refundable 50% deposit before work will begin. Unless otherwise specified, all balances are payable upon final art approval and before final files are delivered. Designer reserves the right to refuse completion or delivery of work until past due balances are paid. Billing will reflect the actual costs incurred. Estimates are valid for 30 days from the date on the estimate.
In the event that payment of any invoice is not made within our terms, we shall have the right, at our option and without prejudicing any other right, to stop work and/or to withhold or cause to withhold the release of any documents prepared by us, or to delay the delivery of any merchandise ordered for you until payment is made. Furthermore, payments due and unpaid shall bear interest from and after the date payment is due at the rate of 18% per annum, and you shall be responsible for all expenses of collection, including attorneys' fees.
During the term of this Agreement and thereafter, Designer shall keep secret and retain in strictest confidence, and shall not, without the prior written consent of the Company, furnish, make available or disclose to any individual or entity or use for the benefit of Designer or any individual or entity, any Confidential Information, except to the extent reasonably necessary to carry out Designer's duties and responsibilities to the Company or to the extent required by law or to comply with the lawful subpoena of any administrative or governmental body, in which case Designer shall give prompt written notice of such subpoena to the Company. As used herein, "Confidential Information" shall mean any confidential and proprietary information relating to the business or affairs of the Company and/or any, including, but not limited to, information relating to financial statements, business plans, forecasts, purchasing plans, customer identities, potential customers, individuals, vendors, equipment, programs, strategies and information, analyses, profit margins or other proprietary information used by the Company in connection with its business; provided, however, that Confidential Information shall not include any information which is in the public domain or becomes known in the industry through no wrongful act on the part of Designer. This provision is intended to maintain the Company's heightened protection obligations (e.g., information regulated by law, data involving third parties, or employee and non-employee personally identifiable information), and to protect trade secret, intellectual property or other proprietary information relating to the Company's confidential business matters. Designer shall return any Confidential Information in his/her/its possession immediately upon request by the Company. Designer acknowledges that the Confidential Information is vital, sensitive, confidential and proprietary to the Company.
Intellectual Property Rights
Company agrees that Designer remains the sole owner of all design work and rights in connection therewith. Designer hereby grants Company a perpetual, nonexclusive, nontransferable license to use, reproduce, display, and publish work generated by Designer for Company. All other copyrights, moral rights and other intellectual property rights in the design work are expressly reserved.
Designer and Company hereby mutually agree that he/she/it will not at any time make any statement or take any action, directly or indirectly, that in any manner may adversely affect the reputation, business or goodwill, or which is intended to adversely affect such reputation, business or goodwill, of the Company, its products, services, employees, agents and assigns. Company must properly identify Designer as the creator of any work Designer completes on behalf of the Company.
No Exclusivity / No Priority
Designer may work for others and hold itself out to the public, under its own business name, in a manner consistent with the other provisions of this Agreement. Designer shall not be required to grant priority status to Company.