GRAPHIC DESIGNER AGREEMENT

This Graphic Designer Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE DESIGNER],  having registered office at [INSERT ADDRESS OF THE DESIGNER] (hereinafter referred to as the “Designer” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE CLIENT],  having registered office at [INSERT ADDRESS OF THE CLIENT] (hereinafter referred to as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Designer” and the “Client” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Designer is the lawful owner of the created work (hereinafter referred to as “work”) mentioned in this agreement and has the exclusive right to license others to produce, copy, make, or sell the Work.
2. The Designer has the full legal right and authority to provide the work to the Client as part of the agreed services under this Agreement and to grant the rights specified herein.
3. The Client acknowledges and agrees that the Designer will deliver the Work as part of the agreed services, and the Designer grants the Client a license to use the Work in accordance with the terms and conditions of this Agreement.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. SCOPE OF SERVICES
   1. The Designer agrees to provide graphic design services ("Services") as specified in the project proposal or brief provided by the Client.
   2. The Designer will deliver the following to the Client: [INSERT LIST OF SPECIFIC DELIVERABLES, SUCH AS LOGO DESIGN, BROCHURES, WEBSITE GRAPHICS, ETC.]
   3. Any other items mutually agreed upon in writing.
   4. The Designer will complete the Services within the timeline specified in the project proposal or as otherwise agreed upon by both parties.
2. REVISIONS AND MODIFICATIONS
   1. The Client is entitled to [INSERT NUMBER OF REVISIONS] number of revisions to the deliverables during the project. Additional revisions beyond the agreed-upon scope may incur additional charges.
3. COMPENSATION
   1. The Client agrees to pay the Designer the total compensation of [INSERT TOTAL AMOUNT PAYABLE TO DESIGNER] for the Services. Payment will be made as follows: [INSERT PAYMENT SCHEDULE, E.G., 50% UPFRONT, 25% UPON MILESTONE, 50% UPON PROJECT COMPLETION]
   2. The Client shall reimburse the Designer for any additional costs incurred for materials, stock photos, fonts, or any other expenses necessary for the project, as outlined in the project proposal.
4. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue unless the agreement is terminated.
   2. Either party may terminate this Agreement for convenience by providing written notice to the other party at least [INSERT NUMBER OF DAYS TO TERMINATE THE AGREEMENT, E.G., 30 DAYS] in advance. In such cases, the Client agrees to compensate the Designer for all Services provided up to the termination date.
5. OWNERSHIP
   1. Upon full payment of the agreed-upon compensation, the Client shall own all intellectual property rights, including copyright, to the final deliverables. The Designer retains the right to use the final deliverables for self-promotion, unless otherwise agreed upon in writing.
6. REPRESENTATION AND WARRANTIES
   1. The Designer represents and warrants that it will perform the Services with a high degree of skill, care, and professionalism.
   2. The Designer represents and warrants that the final deliverables provided to the Client will be free from defects in workmanship and materials, subject to the Client's responsibilities and limitations outlined in this Agreement.
   3. The Designer represents and warrants that it has the necessary rights to use any third-party materials, such as fonts or stock images, as part of the final deliverables, and will pass on any applicable licenses or rights to the Client to the extent possible.
   4. The Client represents and warrants that it will cooperate fully with the Designer and provide all necessary information, materials, and approvals in a timely manner to facilitate the provision of Services.
   5. The Client represents and warrants that it will not request or require the Company to engage in any unlawful or unethical activities in the course of providing the Services.
7. LIMITATION OF LIABILITY
   1. The Designer's liability for any breach of the warranties provided herein shall be limited to the fees paid by the Client under this Agreement. The Designer shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits, arising from or related to this Agreement.
8. INDEMNIFICATION
   1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
9. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
10. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
11. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Content developer and Client. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IF THE NEGOTIATIONS ARE UNSUCCESSFUL BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
12. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Designer: [INSERT EMAIL ID OR/AND ADDRESS OF DESIGNER]
       2. If to the Client: [INSERT EMAIL ID OR/AND ADDRESS OF CLIENT]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
13. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws.  The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
14. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
15. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Designer

Name: [INSERT NAME OF THE DESIGNER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF DESIGNER]

Signed, sealed and delivered on behalf of Client

Name: [INSERT NAME OF THE CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF CLIENT]