Work: The Designer agrees to produce project materials (described in estimate) at the request of the client for fees agreed upon in advance and delivery of the Work by an agreed-upon deadline.
RIGHTS IN THE FINAL DELIVERABLES
Final Works. Upon full payment of all fees and costs due, Designer shall assign to Client all of Designer’s Copyrights in and to the Work and Designer shall deliver to Client all Working Files related to the Work. Designer shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment, and Client shall reimburse Designer for Designer’s reasonable time and out-of-pocket expenses in connection therewith.
Client Content. Client Content, including pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith. Client hereby grants to Designer a nonexclusive, non-transferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Designer’s performance of the Work and promotional uses of the Work.
RIGHTS RESERVED TO DESIGNER
Preliminary Works/Working Files. Designer retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Work.
Original Artwork. Designer retains property ownership in any original artwork comprising Work, including all rights to display or sell such artwork.
Designer Tools. Designer Tools and all intellectual property rights therein, including Copyrights, shall be owned solely by Designer. Designer hereby grants to the Client a nonexclusive, non-transferable (other than the right to sublicense such uses to Client’s publisher, web hosting or Internet service providers), perpetual, worldwide license to use the Designer Tools solely with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any Designer Tools comprising software or technology.
Confidentiality: Designer acknowledges that they 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 contract, Designer can display materials and final work created for Client on the Designer’s websites (http://www.NancyMellem.com and www.nm-publishing.com).
LIMITATION OF LIABILITY: CLIENT AND DESIGNER EACH WAIVE ALL CLAIMS AGAINST EACH OTHER FOR ANY LOSS OF PROFITS OR REVENUES OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND. IN NO EVENT WILL DESIGNER BE LIABLE TO CLIENT IN AN AGGREGATE AMOUNT GREATER THAN THE PRICE OF THE WORK UNDER THIS AGREEMENT
GOVERNING LAW: This Agreement will be construed and enforced in accordance with the laws of the State of Wisconsin.
MODIFICATION: Designer objects to and rejects any modifications of, or additions to, or substitutions for, the Agreement unless Designer has specifically agreed to them in writing or dated email correspondence.
CANCELLATION: This Agreement cannot be cancelled without Designer’s prior consent. As a condition of Designer’s consent to any order cancellation for services, Designer may require (as liquidated damages and not as a penalty) cancellation fees up to the greater of (i) all payments made or payable on that order as of the date of termination, or (ii) 20% of the price of the Work plus all Designer’s costs and expenses associated with the cancellation.