Roxanna Guido

[email protected]
(707) 761-0617

To:
Donna Flores
CEO

This Contract for Graphic Design is made effective as of July 21, 2020, by and between Roxanna
Guido of Groxy Designs and Donna Flores of Royally Furniture.

Whereas Roxanna Guido is engaged in the business of providing services relating to graphic design
and whereas Donna Flores is interested in availing such service of the Designer.

In furtherance to the above, Donna Flores hereby agrees to and does hereby engage the service
of Roxanna Guido, and Roxanna Guido hereby acceptsn the engagement to design and to do the
work hereinafter specified by Donna Flores in connection with the project.

DESCRIPTION OF SERVICES. Beginning on July 21, 2020, Roxanna Guido will provide to Donna
Flores the following graphic design services (collectively, the “Services”):

1. Logo Design with up to 3 revisions before additional fees

PAYMENT. Payment shall be made to Roxanna Guido, in the amount of $2,000.00 upon completion
of the services described in this Contract.

Payment must be made on August 17, 2020 for file without watermark to be recieved.

If any invoice is not paid when due Donna Flores shall pay all costs of collection, including, without
limitation, reasonable attorney fees.

In addition to any other right or remedy provided by law, if Donna Flores fails to pay for the
Services when due, Roxanna Guido has the option to treat such failure to pay as a material breach
of this Contract, and may cancel this Contract and/or seek legal remedies.

ADDITIONAL EDITING AND CHANGES. Any requested changes to the description of the services
stated above shall constitute additional editing and may incur additional charges or fees as
deemed necessary by Roxanna Guido. All additional changes must be submitted and approved by
both parties in writing by an approved Contract Change form.
TERM. This Contract will terminate automatically upon completion by Groxy Designs of the Services
required by this Contract.

WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents,
products, or other information (collectively the “Work Product”) developed in whole or in part by
Groxy Designs in connection with the Services will be the exclusive property of Donna Flores. Upon
request, Groxy Designs will execute all documents necessary to confirm or perfect the exclusive
ownership of Donna Flores to the Work Product.

REPRODUCTION OF PRODUCT. Upon successful completion of all compensation terms and out-
standing balances owed to Graphic Designer, Service Recipient is granted full and unlimited repro-
duction rights to the Project.

Graphic Designer retains the right to reproduce the Project in any form for marketing, future pub-
lications, competitions or other promotional uses. Graphic Designer shall at no time reproduce the
Project for use in commercial means or for-profit use.

Service Recipient may not reproduce or otherwise use design mock-ups, drafts, sketches etc. creat-
ed by designer during work on the Project but not included into the final version of the Project. Such
artwork belongs solely to Graphic Designer who may use it at his own discretion.

CONFIDENTIALITY. Groxy Designs, and its employees, agents, or representatives will not at any
time or in any manner, either directly or indirectly, use for the personal benefit of Groxy Designs,
or divulge, disclose, or communicate in any manner, any information that is proprietary to Donna
Flores. Groxy Designs and its employees, agents, and representatives will protect such information
and treat it as strictly confidential. This provision will continue to be effective after the termination
of this Contract.

INDEMNIFICATION. Groxy Designs agrees to indemnify and hold Donna Flores harmless from all
claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted
against Donna Flores that result from the acts or omissions of Groxy Designs and/or Groxy De-
signs’s employees, agents, or representatives.

WARRANTY. Groxy Designs shall provide its services and meet its obligations under this Contract
in a timely and workmanlike manner, using knowledge and recommendations for performing the
services which meet generally acceptable standards in Groxy Designs’s community and region,
and will provide a standard of care equal to, or superior to, care used by graphic designers similar
to Groxy Designs on similar projects.

DEFAULT. The occurrence of any of the following shall constitute a material default under this Con-
tract:

a. The failure to make a required payment when due.

b. The insolvency or bankruptcy of either party.

c. The subjection of any of either party’s property to any levy, seizure, general assign-
ment for the benefit of creditors, application or sale for or by any creditor or government agency.

d. The failure to make available or deliver the Services in the time and manner provided
for in this Contract.

REMEDIES. In addition to any and all other rights a party may have available according to law, if
a party defaults by failing to substantially perform any provision, term or condition of this Contract
(including without limitation the failure to make a monetary payment when due), the other party
may terminate the Contract by providing written notice to the defaulting party. This notice shall
describe with sufficient detail the nature of the default. The party receiving such notice shall have
ten days from the effective date of such notice to cure the default(s). Unless waived by a party pro-
viding notice, the failure to cure the default(s) within such time period shall result in the automatic
termination of this Contract.

DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to
this Contract through friendly negotiations amongst the parties. If the matter is not resolved by ne-
gotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR)
procedure.

Any controversies or disputes arising out of or relating to this Contract will be submitted to media-
tion in accordance with any statutory rules of mediation. If mediation is not successful in resolving
the entire dispute or is unavailable, any outstanding issues will be submitted to binding arbitration
under the rules of the American Arbitration Association. The arbitrator’s award will be final, and
judgment may be entered upon it by any court having proper jurisdiction.

ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no
other promises or conditions in any other agreement whether oral or written concerning the subject
matter of this Contract. This Contract supersedes any prior written or oral agreements between the
parties.

SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any
reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any
provision of this Contract is invalid or unenforceable, but that by limiting such provision it would
become valid and enforceable, then such provision will be deemed to be written, construed, and
enforced as so limited.

AMENDMENT. This Contract may be modified or amended in writing, if the writing is signed by the
party obligated under the amendment.

GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Cal-
ifornia.

NOTICE. Any notice or communication required or permitted under this Contract shall be sufficient-
ly given if delivered in person or by certified mail, return receipt requested, to the address set forth
in the opening paragraph or to such other address as one party may have furnished to the other in
writing.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Con-
tract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce
and compel strict compliance with every provision of this Contract.

SIGNATORIES. This Agreement shall be signed on behalf of Donna Flores by Donna Flores, CEO
and on behalf of Groxy Designs by Roxanna Guido, Owner and effective as of the date first above
written.
I understand & agree this is a legal representation of my signature.

Signature Signature

Date Date

CLIENT FREELANCER
Donna Flores Roxanna Guido
Royally Furniture Groxy Designs
[email protected] [email protected]