Graphic Design Contract

This Graphic Design Contract (the "Contract") is entered into by and between designer_name (the "Designer") and client_name (the "Client"), collectively referred to as the "Parties."

WHEREAS, Designer is a professional graphic designer with expertise in visual communication and design; and WHEREAS, Client desires to engage Designer to perform certain graphic design services as described herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Scope of Work

1.1 Project Description

Designer shall provide the following graphic design services (the "Services"): project_description. The detailed scope of work, deliverables, specifications, and timeline are set forth in the attached Statement of Work (Exhibit A), which is incorporated herein by reference.

1.2 Deliverables

Designer shall deliver to Client the design files, assets, and materials specified in the Statement of Work (the "Deliverables"). All Deliverables shall be provided in the file formats specified by Client or, if no formats are specified, in industry-standard formats suitable for the intended use of the Deliverables, including but not limited to Adobe Illustrator (.ai), Adobe Photoshop (.psd), PDF, PNG, JPEG, and SVG formats as appropriate.

1.3 Revisions

The total fee includes up to three (3) rounds of revisions for each Deliverable (the "Included Revisions"). A "revision" is defined as a set of changes requested by Client that modifies existing design elements without substantially altering the overall direction, concept, or scope of the Deliverable. Additional revisions beyond the Included Revisions shall be billed at Designer's standard hourly rate, which shall be communicated to Client in advance.

1.4 Scope Changes

Any changes to the scope of work that go beyond the Included Revisions or that substantially alter the direction, concept, or scope of the project shall be considered a "Scope Change." Scope Changes require a written change order signed by both Parties, specifying the changes, any additional fees, and any impact on the timeline. Designer shall not be obligated to proceed with any Scope Change until the change order is approved and signed.

1.5 Client Responsibilities

Client shall provide Designer with all content, materials, information, brand guidelines, and feedback necessary for Designer to perform the Services in a timely manner. Client shall designate a single point of contact who has the authority to provide feedback and approvals on behalf of Client. Delays caused by Client's failure to provide materials or feedback in a timely manner may result in corresponding delays in the project timeline, without any liability to Designer.

2. Timeline and Milestones

2.1 Project Timeline

Designer shall perform the Services in accordance with the timeline set forth in the Statement of Work. The project timeline is based on the assumption that Client will provide all required materials and feedback within the timeframes specified in the Statement of Work. Designer shall use commercially reasonable efforts to meet the timeline, but the timeline is an estimate and not a guarantee.

2.2 Milestones

The project shall be divided into milestones as specified in the Statement of Work. At the completion of each milestone, Designer shall present the work to Client for review and approval. Client shall provide feedback within five (5) business days of receiving the milestone deliverables. If Client fails to provide feedback within this period, the milestone shall be deemed approved.

2.3 Final Delivery

Upon completion of all revisions and receipt of final approval from Client, Designer shall deliver the final Deliverables to Client in the agreed-upon formats. Designer shall also provide Client with all source files and working files upon receipt of full payment as specified in Section 3.

3. Compensation

3.1 Total Fee

Client shall pay Designer a total fee of total_fee for the Services (the "Total Fee"). The Total Fee covers all Services described in the Statement of Work, including the Included Revisions. The Total Fee does not include additional revisions, Scope Changes, or expenses not expressly included in the Statement of Work.

3.2 Payment Schedule

The Total Fee shall be paid according to the following schedule: (a) fifty percent (50%) of the Total Fee shall be due upon execution of this Contract as a non-refundable deposit; and (b) the remaining fifty percent (50%) shall be due upon delivery of the final Deliverables. Designer reserves the right to withhold final Deliverables and source files until full payment is received.

3.3 Additional Charges

Any services, revisions, or expenses not included in the Total Fee shall be billed separately at Designer's standard rates. Designer shall provide Client with a written estimate for any additional charges before performing the additional work, and Client must approve such estimate in writing before Designer proceeds. Additional charges shall be invoiced upon completion and are due within fifteen (15) days of the invoice date.

3.4 Late Payments

Any payment not received within fifteen (15) days of the due date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. If payment is more than thirty (30) days overdue, Designer may suspend work on the project until all outstanding amounts are paid in full. Client shall also be responsible for all costs of collection, including reasonable attorneys' fees.

3.5 Expenses

Client shall reimburse Designer for all pre-approved, out-of-pocket expenses incurred in connection with the Services, including but not limited to stock photography, fonts, printing, shipping, and travel expenses. Designer shall provide receipts for all expenses and shall obtain Client's approval before incurring any individual expense exceeding one hundred dollars ($100.00).

4. Intellectual Property

4.1 Assignment of Rights

Upon receipt of full payment of the Total Fee and all additional charges, Designer hereby assigns to Client all right, title, and interest in and to the final Deliverables, including all copyrights and other intellectual property rights therein. Prior to receipt of full payment, Designer retains all intellectual property rights in the Deliverables, and Client is granted only a limited, non-exclusive license to use the Deliverables for internal review purposes.

4.2 Designer Portfolio Rights

Designer retains the right to display the Deliverables, or portions thereof, in Designer's portfolio, website, social media, and other promotional materials for the purpose of showcasing Designer's work. Client may request that Designer delay portfolio usage for a specified period if the Deliverables contain confidential or pre-launch information, provided that such delay does not exceed six (6) months from the date of final delivery.

4.3 Pre-Existing Materials

Any materials, tools, templates, techniques, or intellectual property owned by Designer prior to this engagement or developed independently outside the scope of this Contract ("Pre-Existing Materials") shall remain the exclusive property of Designer. To the extent any Pre-Existing Materials are incorporated into the Deliverables, Designer grants Client a non-exclusive, perpetual, royalty-free license to use such Pre-Existing Materials solely as part of the Deliverables.

4.4 Third-Party Materials

If the Deliverables incorporate any third-party materials, such as stock images, fonts, or other licensed content, Designer shall inform Client of such materials and the applicable license terms. Client shall be responsible for obtaining and maintaining any required licenses for third-party materials. Designer shall not incorporate any third-party materials into the Deliverables without Client's knowledge and approval.

4.5 Moral Rights

To the extent permitted by applicable law, Designer waives any and all moral rights in the Deliverables, including the right of attribution and the right of integrity. Where moral rights cannot be waived, Designer agrees not to assert such rights against Client or Client's successors and assigns.

5. Confidentiality

Each Party shall keep confidential all non-public information received from the other Party in connection with this Contract. Neither Party shall disclose such information to any third party without the prior written consent of the disclosing Party. This obligation shall survive the termination of this Contract for a period of two (2) years.

The confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party; or (d) is rightfully obtained from a third party without restriction.

6. Representations and Warranties

6.1 Designer Warranties

Designer represents and warrants that: (a) Designer has the skill, experience, and qualifications necessary to perform the Services in a professional manner; (b) the Deliverables will be original works created by Designer and will not infringe any third party's intellectual property rights; (c) Designer has the right to enter into this Contract and to assign the intellectual property rights described herein; and (d) the Services will be performed in accordance with industry standards and the specifications set forth in the Statement of Work.

6.2 Client Warranties

Client represents and warrants that: (a) Client has the right to enter into this Contract; (b) all materials provided by Client to Designer for use in the Deliverables do not infringe any third party's intellectual property rights; and (c) Client has the authority to approve and accept the Deliverables on behalf of the organization or entity it represents.

7. Indemnification

7.1 Designer Indemnification

Designer shall indemnify, defend, and hold harmless Client from and against any claims, damages, losses, and expenses arising from: (a) Designer's breach of the warranties in Section 6.1; (b) any claim that the Deliverables infringe a third party's intellectual property rights (excluding claims arising from Client-provided materials); or (c) Designer's negligence or willful misconduct.

7.2 Client Indemnification

Client shall indemnify, defend, and hold harmless Designer from and against any claims, damages, losses, and expenses arising from: (a) Client's breach of the warranties in Section 6.2; (b) Client's use of the Deliverables in a manner not contemplated by this Contract; (c) any claim arising from materials provided by Client; or (d) Client's negligence or willful misconduct.

8. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS CONTRACT. DESIGNER'S TOTAL AGGREGATE LIABILITY UNDER THIS CONTRACT SHALL NOT EXCEED THE TOTAL FEE PAID OR PAYABLE BY CLIENT UNDER THIS CONTRACT.

9. Term and Termination

9.1 Term

This Contract shall commence upon execution and shall continue until all Services have been completed and all Deliverables have been delivered and accepted, unless earlier terminated as provided herein.

9.2 Termination by Client

Client may terminate this Contract at any time upon written notice to Designer. In the event of termination by Client, Client shall pay Designer for all Services performed and expenses incurred through the date of termination, including a pro-rated portion of the Total Fee for partially completed milestones. The non-refundable deposit shall not be returned.

9.3 Termination by Designer

Designer may terminate this Contract upon fifteen (15) days' written notice to Client if: (a) Client fails to make any payment when due and does not cure such failure within ten (10) days of receiving written notice; (b) Client materially breaches this Contract; or (c) Client's actions or requests would require Designer to violate applicable laws, ethical standards, or professional obligations.

9.4 Effect of Termination

Upon termination: (a) Designer shall deliver to Client all completed Deliverables and work in progress for which Client has paid; (b) Client shall pay all amounts due for Services performed through the termination date; (c) intellectual property rights in completed and paid-for Deliverables shall transfer to Client as specified in Section 4; and (d) each Party shall return or destroy the other Party's confidential information.

10. Dispute Resolution

Any dispute arising out of or relating to this Contract shall first be submitted to good faith negotiation between the Parties. If the dispute cannot be resolved through negotiation within thirty (30) days, either Party may submit the dispute to mediation. If mediation is unsuccessful, either Party may pursue resolution through binding arbitration or litigation, as permitted by applicable law.

11. General Provisions

11.1 Entire Agreement

This Contract, together with the Statement of Work and any change orders, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings.

11.2 Amendments

This Contract may be amended only by a written instrument signed by both Parties.

11.3 Assignment

Neither Party may assign this Contract without the prior written consent of the other Party.

11.4 Governing Law

This Contract shall be governed by the laws of the state in which Designer's principal place of business is located.

11.5 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.6 Force Majeure

Neither Party shall be liable for delays or failures in performance caused by events beyond the Party's reasonable control, including natural disasters, pandemics, government actions, or other force majeure events.

11.7 Counterparts

This Contract may be executed in counterparts. Electronic signatures shall be deemed original signatures.

IN WITNESS WHEREOF, the Parties have executed this Graphic Design Contract as of the date last signed below.

Designer

designer_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Client

client_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]