TERMS AND CONDITIONS

Agreement between DESIGNER and business or individual identified on this agreement.

GENERAL WORKING AGREEMENT – This document defines the terms and PLACEMENT OF ADVERTISING – At your request, we will purchase media space on
conditions of our working relationship. All projects or services that DESIGNER may be your behalf through our media division. Space will be billed to you at current rates plus
contracted to produce or provide for CLIENT will be subject to the following: the standard agency commission.

WORKING/BILLING PHASES – Based on our experience with long-term design INSPECTION OF BOOKS – Upon reasonable notice, any and all invoices from our
communications projects, we have found that it is mutually advantageous to handle vendors, time sheets and other documentation relating to your account will be available
each project in logical working/billing phases. to you. Inspection at our studio by your authorized representative may be arranged
during normal business hours.
Concept revisions, extensive alterations, or a switch in marketing objectives sometimes
makes it impossible to accurately estimate in advance the total cost of a project. PROPERTY AND SUPPLIER’S PERFORMANCE – DESIGNER will take all reasonable
Planning the work, cost estimating, and billing in several phases permits DESIGNER or precautions to safeguard the property you entrust to us. In the absence of negligence on
CLIENT to adjust for such revisions/or halt work before completion if a project is our part, however, we are not responsible for loss, destruction or damage or
postponed or canceled. Any canceled project is billed only through phases and/or unauthorized use by others of such property. We will use our best efforts to ensure
portions of phases that were actually completed by DESIGNER. For each project, quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise
CLIENT will receive a proposal/estimate outlining the project specifications and our reproduced) pieces. Although we may use our best efforts to guard against any loss to
proposed scope of services and working/billing phases. Each proposal estimate will you through the failure of our vendors, media, or others to perform in accordance with
contain a project budget, which includes estimated fees for professional services and their commitments, DESIGNER is not responsible for failure on their part.
separate itemized costs for anticipated out-of-pocket expenses.
If you select your own vendors, other than those recommended by us, you may request
We will begin work upon CLIENT’S approval of the written estimate. Your approval that we coordinate their work. If at all possible, we will attempt to do so, but we cannot in
(written or oral) will constitute an agreement between us. anyway be held responsible for quality, price, performance or delivery.

PAYMENT/ESTIMATES – CLIENT agrees to pay DESIGNER in accordance with the LIEN – All materials or property belonging to the CLIENT, as well as work performed,
terms specified in each proposal/estimate. On accounts that have not submitted a credit may be retained as security until all just claims against the CLIENT are satisfied.
application and been approved by our credit department, will be required to pay 50% of
the project cost before work can begin. RIGHTS OF OWNERSHIP – Once a project has been delivered by us and is fully paid
for by CLIENT, DESIGNER will assign the reproduction rights of the design for the
Unless otherwise specified, all subsequent balances due are payable upon art approval. use(s) described in the proposal.
Interest on past due balances is 18% per annum or 1.5% per month. We reserve the
right to refuse completion or delivery of work until past due balances are paid. According to the Copy right Law of 1976, the rights to all design and art work, including
but not limited to photography and or illustration created by independent photographers
Estimate: Billing will reflect the actual costs incurred. Valid for only 30 days from date or illustrators retained by DESIGNER, or purchased from a stock agency on your behalf,
on estimate. Client requested changes will be billed additionally. The client will be remain with the individual designer, artist, photographer or illustrator. Unless a purchase
notified of any price changes. of “All Rights” (A Buyout) is negotiated with DESIGNER and/or his/her authorized
representative, you may not use or reproduce the design or the images therein for a
OUT-OF-POCKET EXPENSES – Fees for professional services do not include outside purpose other than the one(s) originally stipulated. If you wish to use the design we
purchases such as, but not limited to, printing, photography, color printouts, laminating, have created and/or the images within it for another purpose or project, including a
illustrations, separations, shipping and handling or courier service. Expenses are reprint or exhibition, you must contact us to arrange the transfer of rights and any
itemized on each invoice. Expenses are subject to Texas sales tax unless 1) You are a additional fees before proceeding. If printing or other implementation is done through
nonprofit organization; or 2) the work is for resale and you have submitted a resale your vendors, you agree to return to us all our original mechanicals and artwork (slides,
certificate to DESIGNER. If consultant or supervisory services are required in out-of- prints, drawings, separations, etc.) within two weeks, and to provide us with printed
town locations, we will bill lodgings, meals, and transportation at cost. Reimbursement samples of each project.
for mileage is calculated at current allowable rates.
We reserve the right to photograph and/or distribute or publish for our firms promotional
REVISIONS AND ALTERATIONS – New work requested by CLIENT and performed by and marketing needs any work we create for you, including mock-ups and
DESIGNER after a proposal/estimate has been approved is considered a revision or comprehensive presentations, as samples for our portfolio, firm news letter, brochures,
alteration. If the job changes to an extent that substantially alters the specifications slide presentations and similar media. We agree to store mechanical boards and
described in the original estimate, we will submit a proposal revision memo to you, and computer disks for a period of 6 months beyond the delivery of a job. Thereupon, we
a revised additional fee must be agreed to by both parties before further work proceeds. reserve the right to discard them.

Author’s alterations and other copy changes requested after layouts or mechanicals are TERM AND TERMINATION – The term of this agreement will continue for work in
completed are billed at standard hourly rates. progress until terminated by either of us upon thirty (30) days written notice. If you
should direct us at any time to cancel, terminate or “put on hold” any previously
OVERTIME – Estimates are based on a reasonable time schedule, and may be revised authorized purchase, we will promptly do so, provided you hold us harmless for any cost
to take into consideration your “ Priority Scheduling” requests requiring overtime and incurred as a result.
weekends. Knowledge of your deadlines is essential to provide an accurate estimate. In
addition, outside suppliers such as service bureaus charge a 100% to 200% markup on Upon termination of this agreement, DESIGNER will transfer to CLIENT all your
overtime after 5:30pm and weekends. property and materials in our control and for which you have paid. CLIENT will indemnify
and hold DESIGNER harmless for any loss or expense (including attorney ’s fees), and
NATURE OF COPY – CLIENT agrees to exercise due diligence in its direction to us agree to defend DESIGNER in any actual suit, claim or action arising in any way from
regarding preparation of materials and must be able to substantiate all claims and our working relationship. This includes, but is not limited to assertations made against
representations. You are responsible for all trademark, service mark, copyright and CLIENT and any of its products and services arising from the publication of materials
patent infringement clearances. You are also responsible for arranging, prior to that we prepare and you approve before publication.
publication, any necessary legal clearance of materials we prepare.
PRODUCTION SCHEDULES – Production schedules will be established and adhered
ERRORS AND OMISSIONS – It is the CLIENT’S responsibility to check proofs carefully to by both C L I E N T and the D E S I G N E R, provided that neither shall incur any
for accuracy in all respects, ranging from spelling to technical illustrations. DESIGNER is liability, penalty or additional cost due to delays caused by a state of war, riot, civil
not liable for errors or omissions. Your signature or that of your authorized disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown,
representative is required on all mechanicals or artwork prior to release for printing or delays in shipment by suppliers or carriers, action of government or civil authority, and
other implementation. acts of God or other causes beyond the control of the Client or the Designer. Where
production schedules are not adhered to by the Client, final delivery date or dates will be
TELECOMMUNICATIONS – CLIENT shall pay for all transmissions charges. The adjusted accordingly.
DESIGNER is not responsible for any errors, omissions or extra costs resulting from
faults in the telephone, cable, satellite network or from incompatibility between the ADDITIONAL PROVISIONS – The validity and enforceability of this agreement will be
sending and receiving equipment. interpreted in accordance with the laws of the State of Texas applicable to agreements
entered into and performed in the State of Texas. This agreement is our entire
understanding and may not be modified in any respect except in an executed
OVER RUNS AND UNDER RUNS – The CLIENT will accept over runs or under runs agreement.
that do not exceed 10% of the quantity ordered on all jobs. The DESIGNER will bill for
actual quantity delivered within this tolerance. If the CLIENT requires a guaranteed If we must retain attorneys to collect our invoices, we will be entitled to reasonable
quantity, the percentage of tolerance must be stated at the time of quotation. attorney’s fees, court costs, and interest at the maximum rate permitted by law.

Company / Individual: Signature: Date: