Letter of Agreement

[YOUR NAME] [YOUR ADDRESS] [YOUR TELEPHONE] [YOUR FAX] [YOUR EMAIL] [DATE] [CLIENT NAME] [CLIENT TITLE] [CLIENT COMPANY NAME] [CLIENT COMPANY ADDRESS] Confirmation of Engagement Job No.: [JOB NUMBER] Project Title/Description: [TITLE] [PROJECT DESCRIPTION] Schedule: Preliminary Designs: [DATE], Final Design: [DATE] Copyright Usage: The rights granted to Client are for the usage of the Final Design in its original form only. Nonexclusive license to use, unlimited duration, worldwide, this website only, client may not modify. All other rights to be negotiated separately. Fee: [FEES] TERMS 1) Reservation of Rights: All rights not expressly granted above are retained by the Designer, including any electronic rights or usage, and including, but not limited to, all rights in sketches, comps or other preliminary materials. Any use additional to that expressly granted above requires arrangement for payment of a separate fee. 2) Revisions: Revisions may be made only by the Designer at the Preliminary Design phase. Additional fees will be charged for revisions made after [NUMBER OF REVISIONS] preliminary design revisions, and for additions to project scope. 3) Payment Schedule: Fifty percent (50%) upon project commencement, remaining upon project completion. 4) Payment Terms: Payment due net thirty (30) days from issuance of invoice. A two percent (1.5%) monthly service charge will be billed against late payments. Grant of copyright is conditioned upon receipt of final payment, and upon Client's compliance with the terms of this agreement. 5) Cancellation Fees: In the event of Cancellation, Designer will be compensated for services performed through the date of cancelation in the amount of a prorated portion of the fees due. Upon cancellation all rights to the website revert to the Designer and all original art must be returned, including sketches, comps, or other preliminary materials. 6) Credits and Promotion: A credit line suitable to the design of the pages will be used. Client agrees to pay an additional fifty percent (50%) of the total fee, excluding expenses, for failure to include credit line. Designer reserves the right to include a screen shot of the completed work in his portfolio. 7) Preliminary Works: Designer retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Designer within thirty (30) days of completion of the project and all rights in and to any Preliminary Works shall remain the exclusive property of Designer. 8) Permissions and Releases: The Client agrees to indemnify and hold the Designer harmless against any and all claims, costs, and expenses, including attorney's fees, due to materials included in the Work at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release. 9) Miscellaneous: This Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding of the parties. Its terms can be modified only by an instrument in writing signed by both parties, except that the Client may authorize expenses or revisions orally. No terms attached to any check for payment under this Agreement can modify the Agreement except under an independent instrument in writing signed by both parties. Any dispute arising out of this agreement will be resolved by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions. This Agreement shall be governed by the laws of the State of California and courts of such state shall have exclusive jurisdiction and venue. This Agreement must be signed and returned before Designer can schedule or begin this job.

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