Components of this Agreement: The Branding Agreement is comprised of the following parts, which together constitute a single legally binding Agreement:
- Branding Proposal
- BrandingAgreement as outlined below.
WORK: The Designer agrees to produce project materials (the “Work”) at the request of the client for fees outlined in the Branding Proposal. Designer will cooperate with Client in editing and otherwise reviewing the Work prior to completion and launch.
CONFIDENTIALITY: Designer acknowledges that he may receive or have access to information which relates to the Client’s past, present, or future products, vendor lists, creative works, marketing strategies, pending projects/proposals, and other proprietary information. Designer agrees to protect the confidentiality of the Client’s proprietary information and all physical forms thereof, whether disclosed to Designer before this Agreement is signed or afterward. Unless strict confidentiality is requested by Client in advance of the establishment of this agreement, Designer can display materials and final work created for Client in their marketing materials.
COMPENSATION: Client agrees to pay Designer 50% of the total project cost before any services are provided, and the remaining 50% is to be paid in two payments of 25% at 7days and 14 days after the first payment. If the parameters of the Work change, Designer will inform Client and they can renegotiate the additional Work’s cost. Designer is responsible for the payment of all federal, state, and/or local taxes with respect to the services he performs for the client as an independent contractor. The Client will not treat Designer as an employee for any purpose.
CLIENT APPROVAL: Upon acceptance of the Work, Client accepts responsibility for any further processes in which this work is used (e.g. film outpost, printing, etc.) Designer is not responsible for errors occurring in this work or projects related to this work after acceptance of the Work by the Client.
CANCELLATION: Both parties understand that Client or Designer may terminate the service at any time if, for any reason, the relationship is deemed unsatisfactory by either party. Upon written or verbal cancellation, Client is responsible for payment for all expenses incurred and any work done towards the completion of the project based on the percentage of the project completed that is determined by Designer. Should Client cancel the project following its completion, Client is responsible for full payment as per the agreed upon estimate plus all expenses incurred. In the event of cancellation, Designer retains ownership of all copyrights and original work created.
OWNERSHIP: The Designer retains ownership of all preliminary design concepts. On receipt of full payment, the copyright for the final design is transferred to Client.
LIMITATION OF LIABILITY: To the fullest extent permitted by law, the total liability, in the aggregate, of its Consultants, Consultant’s officers, Designers, Directors, Partners, Employees, Agents, and subconsultants (“BDM Media Pty Ltd parties”), to the CLIENT, and anyone claiming by, through, or under CLIENT for any claims, losses, costs, or damages whatsoever arising out of, resulting from or in any way related to this Project or Agreement from any cause or causes, including but not limited to negligence, professional errors and omissions, strict liability, or breach of contract, shall not exceed the net cost of this project. The works developed by BDM Media are sold “as is.” BDM Media is in no way liable for any lost profits, business interruption, loss of data or any indirect, incidental, consequential exemplary or punitive damages arising from or related to the works or services provided by BDM Media Pty Ltd. This includes where BDM Media Pty Ltd has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy. On the completion of the works as confirmed by BDM Media Pty Ltd, BDM Media Pty Ltd will inform the CLIENT either in writing or verbally, and provide the CLIENT with opportunity to review the works. It is the CLIENT’s responsibility to check for accuracy including spelling, product information, service information, and contact information. Whilst we take great care in ensuring accuracy, BDM Media is not liable for errors or omissions. The CLIENT indemnifies BDM Media Pty Ltd against any losses or damages arising from any errors or omissions.
INTELLECTUAL PROPERTY: As part of our service, we recommend professional legal advice through a Trademark Attorney concerning the availability and registration of the developed names, trademarks and logos. We strongly recommend that a thorough search be conducted for availability and registration and if clear, an application for registration for the trade mark and logo be made to secure ownership of the name, trade mark and logo in respect of the relevant goods and or services. While BDM Media Pty Ltd develops names, designs, trademarks and logos we assume no responsibility or liability for their availability and registration as we are not an attorney firm. We recommend the additional services to ensure you can use the developed names, designs, trademarks and logos and secure ownership of them.
MODIFICATIONS: Modifications of the terms of this Agreement must be written and authorized by both parties, involving the implementation of a new version of the Branding Proposal as a whole following standard procedures of documentation and approval.
ACCEPTANCE OF TERMS: Client promises to pay for the services rendered by Designer for the Work as agreed upon. By signing the Branding Proposal, Client agrees they have read, understood, and are considered legally bonded to these terms. Electronic signatures shall be considered legal and binding.
The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the Agreement and to the subject hereof.
This License Agreement shall be governed by and interpreted in accordance with the laws of the State of Queensland and both parties submit to the jurisdiction of the courts of that State.