TERMS AND AGREEMENT
Thank you for considering Scott E. Pond Designs for your graphic design, book design, and creative design needs!
Here at Scott E. Pond Designs, my goal is to create a visual image and creative project that speaks to your clients and communicates the essence of your desired message.
The terms of my contracts are as follows (see Schedule A at the end for a broad overview):
ATTENTION – These terms of engagement become an express contract by PERFORMANCE of the potential Client – you are engaging the services of Scott E. Pond Designs, LLC by tendering your deposit. All terms and conditions as presented on this page are applicable at the moment of tender.
For this agreement, Scott E. Pond Designs, LLC shall forthwith be referred to as the DESIGNER and the individual or company purchasing the design services of Scott E. Pond Designs, LLC shall forthwith be referred to as the CLIENT.
This is an agreement between the CLIENT and the DESIGNER for services to the rendered.
W I T N E S S E T H:
WHEREAS, the CLIENT desires to retain the services of the DESIGNER to develop certain creative outputs (henceforth known as the ARTWORK) to be used by the CLIENT in creative endeavor hereafter called the PROJECT as described in greater detail in Schedule “A” attached hereto;
WHEREAS, the DESIGNER is willing and able to provide such art services to and develop such ARTWORK for the CLIENT in accordance with the terms recited herein.
NOW, THEREFORE, in consideration of the premises and of the mutual promises and covenants herein contained, the parties hereto agree as follows:
1. RETENTION OF THE DESIGNER
A. The CLIENT hereby retains the services of the DESIGNER to provide certain art related services for the CLIENT in connection with the PROJECT, including the creation and development of ideas, artwork, designs, plans, documents, concepts, inventions, devices, samples, prototypes, and improvements (the ARTWORK).
B. The DESIGNER employees and/or representatives are independent contractors and are not employees of the CLIENT.
2. TERM OF THE AGREEMENT
A. This Agreement shall commence on upon receipt of deposit invoice which shall be paid within 7 days of receipt and shall be completed upon payment of remaining balance, at which time the completed, finalized ARTWORK shall be delivered to the CLIENT.
3. RESPONSIBILITIES OF THE DESIGNER
The DESIGNER agrees to create, develop, and provide the ARTWORK to the CLIENT. This is a material provision of the Agreement.
A. In full consideration for the services performed by the DESIGNER, under the terms of this Agreement, the CLIENT agrees to compensate the DESIGNER as provided for in Schedule A.
B. The DESIGNER’s agreed-to compensation as provided for in Schedule A will be full payment for any ARTWORK the DESIGNER generates, and the DESIGNER will not be entitled to any royalties or proceeds received by the CLIENT from the commercialization in any manner of ARTWORK or PROJECT.
5. OWNERSHIP RIGHTS
A. It is understood and agreed that ARTWORK is being developed by the DESIGNER for the sole and exclusive use of the CLIENT that shall be deemed to be the sole and exclusive owner of all right, title, and interest therein, excluding all copyright and proprietary rights relating thereto. All work performed by the DESIGNER on the PROJECT and all ARTWORK outputs generated in connection therewith is and shall be considered as “Works Made for Hire” (as defined under the U.S. Copyright Laws) and, as such, shall be owned by and for the benefit of the CLIENT.
B. The CLIENT has the right to use (or not use) reproduce, alter, modify, and edit the provided ARTWORK output. (This does not include re-sell rights which are a separate and distinct right; Parties are not to attempt to resell completed finalized ARTWORK without written consent of both the CLIENT and the DESIGNER.)
C. The DESIGNER will sign, upon request, any documents needed to confirm that any specific ARTWORK is a WORK MADE FOR HIRE and to effectuate the assignment of its rights to the CLIENT.
D. Both during the Term of this Agreement and thereafter, the DESIGNER will assist the CLIENT and its agents, upon request, in preparing U.S. and foreign copyright, trademark, and/or patent applications covering the PROJECT and/or ARTWORK. The DESIGNER will sign any such applications, upon request, and deliver them to the CLIENT. The CLIENT will bear all expenses that it causes to be incurred in connection with such copyright, trademark, and/or patent protection.
6. REPRESENTATIONS AND WARRANTIES
A. The DESIGNER represents and warrants to the CLIENT that it is free to enter into this Agreement and that its performance thereunder will not conflict with any other Agreement to which the DESIGNER may be a party.
B. The DESIGNER represents and warrants to the CLIENT that the ARTWORK is unique and original, is clear of any claims or encumbrances, and does not infringe on the rights of any third parties. The CLIENT represents and warrants that any creative content delivered for the DESIGNER use is unique and original, is clear of any claims or encumbrances, and does not infringe on the rights of any third parties and should any issue of ownership and/or warranty arise the CLIENT will indemnify the DESIGNER from litigation and/or claims of any nature.
A. The CLIENT shall have the right, in its sole discretion, to prosecute lawsuits against third parties for infringement of its rights in the ARTWORK. Any lawsuit shall be prosecuted solely at the CLIENT’s expense and all sums and/or recovered or liabilities incurred shall be retained and/or paid by the CLIENT.
B. The DESIGNER agrees to fully cooperate with the CLIENT in the prosecution of any suit, for a retainer and fee amount to be determined by the DESIGNER. Cooperation by the DESIGNER shall be contingent upon the aforementioned retainer and fee amount to be paid up front by the CLIENT.
A. The CLIENT shall have the absolute right to terminate this Agreement on no notice to the DESIGNER should the DESIGNER fail to deliver the ARTWORK to the CLIENT in a form acceptable to the CLIENT in a reasonable amount of time.
B. Either party may terminate this Agreement on 30 days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the 30-day period, the breaching party fails to cure such breach. Should the CLIENT cancel upon 30-day notice, any monies and/or deposit made in accordance with Schedule A will be forfeit.
Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service such as Federal Express, or by telefax communication with an acknowledgment by the recipient.
10. JURISDICTION AND DISPUTES
A. This agreement shall be interpreted and enforced in accordance with the laws of the State of Virginia, without regard to its choice of law provision. In the event any provision of this agreement should be determined to be invalid or unenforceable, such determination shall not affect the remaining terms hereof. In the event any suit is brought in connection herewith, the venue of such action shall be Albemarle County in the State of Virginia. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
11. AGREEMENT BINDING ON SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
This Agreement and the rights and obligations thereunder with respect to the DESIGNER are personal to the DESIGNER and may not be assigned by any act of the DESIGNER or by operation of law without the prior written consent of the DESIGNER. The DESIGNER shall have the unfettered right to assign this Agreement to a successor to the DESIGNER or to the purchaser of any of the assets of the DESIGNER. The CLIENT shall have the right to assign with written permission of the DESIGNER.
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.
SCHEDULE A: AGREEMENT BETWEEN THE CLIENT AND THE DESIGNER
Additional Provisions of use and interactions:
1. The finished image may be used for the Artist’s self-promotional purposes (such as for display in a portfolio), but will never be resold by the DESIGNER for any future, unrelated projects. The finished image will belong to the CLIENT solely for use on their work and may not be resold or repackaged for use on unrelated projects.
2. The CLIENT owns the copyrights to, or has received written permission to use the subject matter to which the finished design will be applied.
3. Upon completion of the PROJECT, the CLIENT will own the final ARTWORK output in *JPEG, *PNG, *PDF, *MOBI, or *EPUB format. The DESIGNER shall own the original program/development files (*PSD, *AI, etc.). Original, program specific files (*PSD, *AI, etc.) will be made available upon request, including any specific fonts used in image creation, for an additional $300 fee. Images free of text will not be provided due to potential resale value and/or potential for theft of images.
4. If a design element (such as a logo or font, et al) is required for branding purposes, the CLIENT will provide this via email or other file sharing service.
5. Any text required will be provided by the CLIENT, with all spelling and grammatical corrections completed by the CLIENT. Some guidance may be provided depending on the CLIENT's needs.
6. Design costs vary based on type and desired ARTWORK output.
a. Standard ebook/audiobook cover: $150 per cover
b. Standard softcover/paperback print cover: $200 per cover
c. Standard dust jacket: $250 per dust jacket
d. eBook Only Layout: Number of words X $0.002
e. Print Only Layout: Number of words x $0.003
f. Combined eBook and Print Layout: Number of words x $0.004
g. Standard tee shirt design: $150
h. Advanced ebook/audiobook cover: varies ($40 per hour and up)
i. Advanced softcover/paperback print cover: varies ($40 per hour and up)
j. Advanced dust jacket: varies ($40 per hour and up)
k. Advanced tee shirt: varies ($40 per hour and up)
l. Other: varies
Flat rates above or quoted price for advanced designs or other designs cover all costs of art creation, including any stock images used in the creation thereof, as well as any needed digital image sizes.
7. A nonrefundable deposit of $50 is required upon agreement of this contract and will be applied toward the total cost. The remainder of the payment is due upon approval of the finished image. Invoices will be sent via Paypal.com and must be paid within one week of receipt, unless specific arrangements have been made ahead of time. After receipt of final payment, requested final ARTWORK outputs will be supplied to the CLIENT via a file sharing service.
8. Initial concepts will be discussed with the CLIENT before designing begins.
9. The CLIENT changes to the image will be limited to three rounds of major edits, with some minor changes (text corrections, font colors, small detail adjustment, etc) in addition to this if necessary.
10. If the CLIENT wishes to change the design concept entirely after allotted major edits are complete, there will be an additional fee of no less than 50% of quoted price.
11. If, after completion and final payment, the CLIENT requests changes, there will be a change fee of no less than 25% of quoted price.
12. If, after the allotted edits have been completed, the CLIENT is not satisfied with the supplied ARTWORK and both parties (the DESIGNER and the CLIENT) are unable to come to a working agreement, the nonrefundable deposit of $50 will be considered a termination fee and any ARTWORK will be retained by the DESIGNER. Should the CLIENT wish to terminate this contract for any reason at any time after commencement of work, the deposit is forfeit.
13. Under no circumstances are pre-finalized versions of the ARTWORK to be released. If the CLIENT releases an unapproved version of the commissioned cover, the version released will be considered the final version and an invoice will be sent to collect the payment.
Please be aware of these terms before submitting a project questionnaire. The submitting of that form will be taken as an agreement of the above terms.