CUSTOM DESIGN TERMS

CUSTOM DESIGN TERMS
December 22, 2015 brandbrite

1. Time for Payment

Payment is due at each milestone due date. All invoices for Billable Expenses are payable within three (3) days of receipt.
The Payment will be scheduled in two parts: 50% of the final Billable Expense upfront and the rest payable at the finalization of the project, prior to the file delivery.
Brandbrite retains all rights to all intermediate deliverable submitted at each milestone. The grant of any license or right of copyright to the Client is conditioned on receipt of full payment by the Client of the Total amount and all Billable Expenses. In the case where the contract falls under a NDA (Non-Disclosure Agreement) then the project fees may increase up 100% of the amount initially established between parties.

2. Default in Payment

The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

3. Estimates

If this form is used for an estimate or assignment proposal, the fees and Billable Expenses shown are minimum expenses only. Final fees and Billable Expenses shall be shown when invoice is rendered. The Client’s approval shall be obtained for any increases in fees or expenses that exceed the original estimate by twenty percent (20%) or more.

4. Billable Expenses

The Client shall reimburse Brandbrite for all direct and indirect billable expenses arising from this assignment, regardless of whether the assignment is Cancelled or Terminated. Billable Expenses include but are not limited to costs of commissioning images or subcontracting talent, software or run-time license costs, the payment of any sales tax due on this assignment, any travel, research, postage and delivery, photocopying, and storage media expenses. The markup charged by Brandbrite for supervisory and handling time on all Billable expenses shall be percent of the Billable Expenses incurred.

5. Client’s Alterations

There shall be no charges to the Client for revisions or corrections or additions made necessary by errors on the part of Brandbrite. Any other changes requested by the Client shall be considered Client’s Alterations if they are requested after the acceptance of the Design. Any changes and additions not due to the fault of Brandbrite and requested by the Client before the approval of one of the Designs are not considered Client’s Alterations. The Client shall be responsible for making additional payments at the rate noted herein for any Client’s Alterations and any other changes in original assignment requested by the Client. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer Brandbrite the first opportunity to make any changes.

6. Acceptance Procedures

Unless otherwise noted in Acceptance milestone dates of the Production Schedule, during the Review Period within calendar days of a Delivery, the Client shall either accept the deliverable and make the milestone payment set forth in the Production Schedule, or provide Brandbrite with written notice of any corrections to be made and a suggested date for completion of the corrections which should be mutually acceptable to both Brandbrite and the Client, or provide a written notice of assignment Termination if the work is found not to be reasonably satisfactory. The Client can Terminate the assignment only during this Review Period following the Delivery of a milestone deliverable. Any other termination of the Assignment shall be considered a Cancellation subject to the stipulations of Item 7. Brandbrite shall designate (name) and the Client shall designate (name) as the only designated persons who will send and accept all deliverables and receive and make all communications between Brandbrite and the Client. Neither party shall have any obligation to consider for approval or respond to materials submitted other than through the designated persons listed above. Each party has the right to change its designated person upon calendar day(s) notice to the other.

7. Cancellation

The Client may declare the Cancellation of the assignment for reasons not related to assignment Termination defined in Item 8. In the event of Cancellation of this assignment by the Client, any milestone payments made prior to cancellation shall be retained by Brandbrite. In addition, if cancellation is prior to the delivery of the Design Comps, a cancellation fee of thirty percent (30%) of the balance of the Total payments shall be paid by the Client. If the cancellation is later but prior to the acceptance of a Design Comp, a fee of fifty percent (50%) of the balance of the Total payments shall be paid by the Client. If the cancellation is after the delivery of the Initial Version, the cancellation fee shall be one hundred percent (100%) of the balance of all remaining dues. Regardless of when the project is cancelled, all billable expenses already incurred by Brandbrite or Brandbrite is liable to pay for shall be paid by the Client in full. In the event of cancellation, Brandbrite retains ownership of all copyrights and any original artwork.

All payments do not include the fees associated with the transaction, or other third-party fees involved in the process.

8. Assignment Termination

In the event that work in process is found by the client not to be reasonably satisfactory in accordance with the Acceptance Procedures in Item 6, the client may pay a termination fee to terminate the assignment. Any milestone payments made prior to termination shall be retained by Brandbrite. If assignment termination occurs prior to the acceptance of a Design Comp, the client shall pay a rejection fee thirty percent (30%) of the balance of Total payments. If termination occurs after the delivery of the Initial Version, the termination fee shall be twenty percent (50%) of the balance of Total payments. If termination occurs after the acceptance of the Initial Version, the termination fee shall be one hundred percent (100%) of the balance of Total payments. Regardless of when the assignment is terminated, all billable expenses already incurred by Brandbrite or Brandbrite is liable to pay for, shall be paid by the Client in full. In the event of termination, Brandbrite retains ownership of all copyrights and any original artwork created by Brandbrite. However, the Client retains all rights already purchased by Brandbrite on behalf of the Client from third parties.

9. Ownership and Return of Artwork

If any of the Art. 7 and 8 are invoked , The Client acknowledges and agrees that Brandbrite retains ownership of all original artwork, in any media, including digital files, whether preliminary or final. The Client waives the right to challenge the validity of Brandbrite’s ownership of the art subject to this agreement because of any change or evolution of the laws. The Client shall return such artwork within thirty (30) days of use unless indicated otherwise.

10. Copy Protection

The Client must protect all final art which is the subject of this agreement against duplication and alteration.

11. Releases

The Client shall indemnify Brandbrite against all claims and expenses, including reasonable attorney’s fees, due to Client’s uses for which no release was requested in writing from Brandbrite or for Client’s uses which exceed authority granted by a release by Brandbrite.

12. Modifications of the Agreement

Modifications of the Agreement must be written, except that the invoice may include, and the Client shall pay, fees or expenses that were orally authorized by the Client in order to progress promptly with the work.

13. Warranty of Originality

Brandbrite warrants and represents that, to the best of its knowledge, the work assigned hereunder is original; that all work or portions thereof obtained through the undersigned from third parties is original or ,if previously published, that consent to use has been obtained on an unlimited basis; that Brandbrite has full authority to make this agreement; and that the work prepared by Brandbrite does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of Brandbrite’s product which may infringe on the rights of others. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD Brandbrite HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT’s USE OF Brandbrite’s PRODUCT TO EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS.

14. Limitation of Liability

Client agrees that it shall not hold Brandbrite or its agents or employees liable for any incidental or consequential damages which arise from Brandbrite’s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of Brandbrite or a third party. Furthermore, Brandbrite disclaims all implied warranties, including the warranty of merchant-ability and fitness for a particular use.

15. Acceptance of Terms

The signature of both parties shall evidence acceptance of these terms.