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 This Document Contains 2 Contracts:

1. Simple Graphic Design Contract

2. Large Graphic Design Contract

Copy and paste the agreements into different files to use separately.
 GRAPHIC DESIGN AGREEMENT

This Graphic Design Agreement (the “Agreement”) is entered into

____________________ (the “Effective Date”), by and between ________________________,
with an address of _____________________________ (the “Client”) and _________________,
with an address of _______________________________, (the “Designer”), collectively “the
Parties.”

1. Project Description. Client wishes to hire Designer to provide Graphic

Design services. The specific documents requested and the requirements
and details required in those documents as requested by Client are as
follows (the “Deliverables”):

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

2. Schedule. The Parties agree to the following schedule:

Preliminary Design: _______________________________________________________

Client Approval/Comment: _________________________________________________

Final Design: ____________________________________________________________

3. Client Approval and Revisions. Client must approve all materials before
project finalization. Client shall be entitled to ____ revisions. Any revisions
beyond ____ shall be chargeable at a rate of $_______.

4. Payment. The Parties agree to the following Payment and Payment Terms:

Total Fee for Services: _____________________________________________________

Percentage Due Upon Execution of Agreement:

_________________________________

Balance Due: ____________________________________________________________

5. Confidentiality. During the course of this Agreement, it may be necessary

for Client to share proprietary information, including trade secrets, industry
knowledge, and other confidential information, to Designer in order for
Designer to complete the Graphic Design services and Deliverables in their
final form. Designer will not share any of this proprietary information at any
time. Designer also will not use any of this proprietary information for
his/her personal benefit at any time. This section remains in full force and
effect even after termination of the Agreement by it’s natural termination or
the early termination by either party.

6. Termination. This Agreement shall automatically terminate upon Client’s

acceptance of the deliverables. This Agreement may otherwise be terminated
at any time by either Party upon written notice to the other party. Client will
be responsible for all costs and expenses incurred prior to the date of
termination.

Upon termination, Designer shall return all Client content, materials, and all
copies of Deliverables to the Client at its earliest convenience, but in no event
beyond thirty (30) days after the date of termination.

7. Ownership Rights. Client continues to own any and all proprietary

information it shares with Designer during the term of this Agreement for
the purposes of the Agreement. Designer has no rights to this proprietary
information and may not use it except to complete the Graphic Design
services. Upon completion of the Agreement, Client will own the final Graphic
Design Deliverables.
 While Designer will customize Client’s Graphic Design Deliverables to Client’s
specifications, Client recognizes that Graphic Designs generally can have a
common structure and basis. Designer continues to own any and all
template designs it may have created prior to this Agreement. Designer will
further own any template designs it may create as a result of this Agreement.

8. Representations and Warranties.

Designer. Designer represents and warrants that he/she has the right to
enter into and perform this Agreement. Designer further represents and
warrants that he/she has the right to utilize and distribute the designs
created for Client and that such designs are not owned by anyone else to
Designer’s knowledge. In the event that Designer does not have these rights,
Designer will repay any associated damages Client may experience or will
take responsibility so that Client does not experience any damages.

Client. Client represents and warrants that is has the rights to use any
proprietary information, including, but not limited to trade secrets,
trademarks, logos, copyrights, images, data, figures, content, and the like that
it may provide to Designer to be included in this Website. In the event that
Client does not have these rights, Client will repay any associated damages
Designer may experience or will take responsibility so that Designer does not
experience any damages.

9. Disclaimer of Warranties. Designer shall complete Graphic Design services

for Client’s purposes and to Client’s specifications. DESIGNER DOES NOT
REPRESENT OR WARRANT THAT SUCH DELIVERABLES WILL CREATE ANY
ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE
LIKE. DESIGNER HAS NO RESPONSIBILITY TO CLIENT IF THE DELIVERABLES
DO NOT LEAD TO CLIENT’S DESIRED RESULT(S).

10.Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY

BE LIABILE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES
RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT
LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS,
COSTS OF DELAY OR FAILURE OF DELIVERY.

11.Severability. In the event any provision of this Agreement is deemed invalid

or unenforceable, in whole or in part, that part shall be severed from the
 remainder of the Agreement and all other provisions should continue in full
force and effect as valid and enforceable.

12.Legal Fees. In the event of a dispute resulting in legal action, the successful
party will be entitled to its legal fees, including, but not limited to its
attorneys’ fees.

13.Legal and Binding Agreement. This Agreement is legal and binding

between the Parties as stated above. This Agreement may be entered into
and is legal and binding both in the United States and throughout Europe.
The Parties each represent that they have the authority to enter into this
Agreement.

14.Governing Law and Jurisdiction. The Parties agree that this Agreement
shall be governed by the State and/or Country in which both Parties do
business. In the event that the Parties do business in different States and/or
Countries, this Agreement shall be governed by _________ law.

15.Entire Agreement. The Parties acknowledge and agree that this Agreement
represents the entire agreement between the Parties. In the event that the
Parties desire to change, add, or otherwise modify any terms, they shall do
so in writing to be signed by both parties.

The Parties agree to the terms and conditions set forth above as demonstrated by
their signatures as follows:

“CLIENT”

Signed: _____________________________________

By: ________________________________________

Date: _______________________________________

“DESIGNER”
Signed: _____________________________________

By: ________________________________________

Date: ______________________________________
 Graphic Design Contract #2

THIS AGREEMENT is dated ____________________ .

PARTIES
(1) ____________________________ (Designer Company) whose location is at
____________________________________________ (Address).

(2) __________________________ (Customer) whose location is

at________________________________________ (Customer address).

BACKGROUND
The parties have agreed that the Designer shall provide the Customer with graphic design
services on the terms and conditions set out in this agreement.

In providing the services as set out in Schedule 1 (Services), the Designer may use:

Any equipment, facilities, materials, information, photography, writings and other

creative content provided by Customer (Customer Content);
Any document in writing, any drawing, map, plan, diagram, design, picture or other
image, tape, disk or other device or record embodying information in any form
together with information and materials provided by the Customer relating to the
Services, including data, reports, graphics, illustrations and specifications (In Put
Materials); and
All documents, information and materials provided by the Designer relating to the
Services which existed prior to the commencement of this agreement, including
data, reports, graphics, illustrations and specifications (Pre-existing Materials).

Using all these inputs, the Designer shall provide graphic art prepared by the Designer or
its agents, subcontractors, consultants and employees in relation to the Services in any
form, including drafts (Deliverables).

BUSINESS TERMS
COMMENCEMENT AND DURATION

The Designer shall provide the Services to the Customer on the terms and conditions of
this agreement.

The Designer shall provide the Services from the date first noted above.

Services shall continue to be supplied under this agreement until all the Deliverables
required to be supplied by the Designer to the Customer as set out in Schedule 1 are
supplied.

DESIGNER'S RESPONSIBILITIES

The Designer shall provide the Services, and deliver the Deliverables to the Customer, in
accordance with Schedule 1, and shall allocate sufficient resources to the Services to
enable it to comply with this obligation.

Time is of the essence as to, timelines specified in Schedule 1 and the Designer shall meet
these. If the Designer fails to do so, the Customer may (without prejudice to any other
rights it may have):

terminate this agreement in whole or in part without liability to the

Designer;

refuse to accept any subsequent performance of the Services which the

Designer attempts to make;

purchase substitute services from elsewhere;

hold the Designer accountable for any loss and additional costs incurred;
and

have all sums previously paid by the Customer to the Designer under this
agreement refunded by the Designer.

The Designer shall:

co-operate with the Customer in all matters relating to the Services;

ensure that the Designer's team use reasonable skill and care in the
performance of the Services.

The Designer shall:

 observe, and ensure that the Designer's team observe, all applicable rules
and regulations and any other reasonable requirements that apply to the
provision of Services;

notify the Customer as soon as it becomes aware of any legal compliance

hazards or issues which arise in relation to the Services; and

before the date on which the Services are to start, obtain, or have the
Customer obtain, and at all times maintain, all necessary licences and
consents and comply with all relevant legislation in relation to:

the Services; and,

the use of Pre Existing Material.

CUSTOMER'S OBLIGATIONS

The Customer shall:

co-operate with the Designer in all matters relating to the Services and
appoint;

provide such access to the Customer's data as may reasonably be

requested by the Designer; and,

provide the Customer Content and In-put Material reasonably necessary, in

order to carry out the Services, in a timely manner, and ensure that it is
appropriately licensed, consented, permitted and accurate in all material
respects.

CHARGES AND PAYMENT

In consideration of the provision of the Services by the Designer, the Customer shall pay
the charges as set out in Schedule 2.

Where Services are provided on a time and materials basis:

the charges payable for the Services shall be calculated in accordance with
the Designer's standard daily fee rates for the Designer's team;

the Designer's standard daily fee rates for each individual person are
calculated on the basis of an eight-hour day;

the Designer shall not be entitled to charge on a pro-rata basis for part-days
worked by the Designer's team unless it has the Customer's prior written
consent to do so;
 all charges quoted to the Customer shall be exclusive of VAT/GST, which the
Designer shall add to its invoices at the appropriate rate. Here VAT: value
added tax chargeable under EU law for the time being and any similar,
additional tax, chargeable under applicable law. Here GST: tax chargeable
under Australian law and any similar, additional tax, chargeable under
applicable law.

the Designer shall ensure that the members of the Designer's team
complete time sheets recording time spent on the Services. The Designer
shall use such time sheets to calculate the charges covered by each monthly
invoice; and

the Designer shall invoice the Customer monthly in arrears for its charges
for time, expenses and materials (together with VAT/GST where
appropriate) for the month concerned.

Where Services are provided for a fixed price, the total price for the Services shall be the
amount set out in Schedule 2. The total price shall be paid to the Designer in instalments,
as set out in Schedule 2, with each instalment being conditional on the Designer achieving
the corresponding milestone.

Any fixed price and daily rate contained in Schedule 2 excludes VAT/GST, which the
Designer shall add to its invoices at the appropriate rate.

The Customer shall pay each invoice which is properly due and submitted to it by the
Designer, within _______ days of receipt, to a bank account nominated in writing by the
Designer.

If the Customer fails to pay any amount payable by it under this agreement, the Designer
may charge the Customer interest on the overdue amount from the due date up to the
date of actual payment, after as well as before judgment, at the rate of ________% per
annum compounded quarterly.

Invoices covering payment in respect of materials purchased by, or services provided to,
the Designer, or for reimbursement of expenses, shall be payable by the Customer only
previously approved by the Customer and if accompanied by relevant receipts.

The Designer shall maintain complete and accurate records of the time spent and materials
used by the Designer in providing the Services in such form as the Customer shall approve.
The Designer shall allow the Customer to inspect such records at all reasonable times on
request.
Each party may, without limiting any other rights or remedies it may have, set off any
amounts owed to it by the other party against any amounts payable by it to the other
party.

QUALITY OF SERVICES

The Designer warrants to the Customer that:

the Designer will perform the Services with reasonable care and skill and in
accordance with generally recognised commercial practices and standards
in the industry for similar services;

the Services will conform with all descriptions and specifications provided to
the Customer by the Designer, as set out in Schedule 1; and

the Services and Deliverables will be provided in accordance with all

applicable legislation from time to time in force, and the Designer will
inform the Customer as soon as it becomes aware of any changes in that
legislation.

The provisions of this clause 4 shall survive any performance, acceptance or payment
pursuant to this agreement and shall extend to any substituted or remedial services
provided by the Designer.

OWNERSHIP

Intellectual Property Rights shall mean all intellectual property rights wherever in the world
arising, whether registered or unregistered (and including any application), including
copyright, know-how, confidential information, trade secrets, business names and domain
names, trade marks, service marks, trade names, patents, petty patents, utility models,
design rights, semi-conductor topography rights, database rights and all rights in the
nature of unfair competition rights or rights to sue for passing off, all subsisting in the
Deliverables.

All Intellectual Property Rights in the Deliverables arising in connection with this agreement
shall be the property of the Customer, and the Designer hereby irrevocably assigns all such
Intellectual Property Rights to the Customer, subject to payment of all the Designer’s
charges as per clause 3. The parties shall execute all documents necessary to give eff

The Designer hereby licenses all such Intellectual Property Rights to the Customer subject
to payment of all the Designer’s charges as per clause 3:

On an exclusive basis
 With full usage and modification rights

For any use

With the option to sublicense

ACCEPTANCE OF DELIVERABLES

If Deliverables are to be directly dispatched to a third party for printing by the Designer, the
Customer shall have the right to approve these Deliverables before they are so dispatched.

If such approval is not secured by the Designer, the Customer shall not be obligated to pay
the Designer’s charges as per clause 3.

GENERAL LEGAL TERMS

WARRANTIES

Each of the parties warrants to the other that it has full power and authority to enter into
and perform this agreement.

The Designer shall perform the Services with reasonable care and skill and in accordance
with generally recognised commercial practices and standards.

The Designer warrants that use of the Deliverables will be uninterrupted and free of any
encumbrances or charges.

LIMITATION OF REMEDIES AND LIABILITY

Nothing in this agreement shall operate to exclude or limit either party's liability for any
liability which cannot be excluded or limited under applicable law.

Neither party shall be liable to the other for any loss of profit, anticipated profits, revenues,
anticipated savings, goodwill or business opportunity, or for any indirect or consequential
loss or damage.

INTELLECTUAL PROPERTY RIGHTS

The Designer shall indemnify the Customer against all damages, losses and expenses
arising as a result of any action or claim of infringement of Intellectual Property Rights of a
third party.
The indemnity in clause 9.1 is subject to the following conditions:

the Customer promptly notifying the Designer in writing of the claim;

the Customer making no admissions or settlements without the Designer's

prior written consent;

the Customer giving the Designer all information and assistance that the
Designer may reasonably require; and

the Customer allowing the Designer complete control over the litigation and
settlement of any action or claim.

The Designer shall not use or re-create the look and feel of the Deliverables or anything
substantially similar to it.

TERM AND TERMINATION

This agreement shall commence on the Effective Date and shall (subject to earlier
termination pursuant to this clause) terminate automatically on acceptance of the
Deliverables by the Customer and payment of all outstanding sums.

Either party may terminate this agreement immediately at any time by written notice to the
other party if:

that other party commits any material breach of its obligations under this
agreement which (if remediable) is not remedied within 14 days after the
service of written notice specifying the breach and requiring it to be
remedied; or

that other party becomes insolvent or there is a change of control at the

other party, or the other party ceases to trade; or

that other party has been subject to a Force Majeure Event (As defined
below) for a continuous period of more than 90 days.

On expiry or termination of this agreement:

all licences granted to the Designer under this agreement shall terminate
immediately;

the Designer shall promptly return all Customer Content and all copies of
the Deliverables, as is, to the Customer; and
 all provisions of this agreement shall cease to have effect, except that any
provision which can reasonably be inferred as continuing or is expressly
stated to continue shall continue in full force and effect.

DATA PROTECTION

The Designer warrants that, to the extent it processes any Personal Data on behalf of the
Customer:

it shall act only on instructions from the Customer; and

it has in place appropriate technical and organisational security measures

against unauthorised or unlawful processing of Personal Data and against
accidental loss or destruction of, or damage to, Personal Data.

FORCE MAJEURE

Force Majeure Event shall mean any event arising which is beyond the reasonable control
of the affected party (including any industrial dispute affecting any third party,
governmental regulations, fire, flood, disaster, civil riot or war).

A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely
to give rise to, any failure or delay in performing its obligations under this agreement shall
forthwith notify the other and shall inform the other of the period for which it is estimated
that such failure or delay will continue. The affected party shall take all reasonable steps to
mitigate the effect of the Force Majeure Event.

CONFIDENTIALITY

Confidential Information shall mean all information whether technical or commercial

(including all specifications, drawings and designs, disclosed in writing, on disc, orally or by
inspection of documents or pursuant to discussions between the parties), where the
information is:

identified as confidential at the time of disclosure; or

ought reasonably to be considered confidential given the nature of the

information or the circumstances of disclosure.

Each party shall protect the Confidential Information of the other party against
unauthorised disclosure by using the same degree of care as it takes to preserve and
safeguard its own confidential information of a similar nature, being at least a reasonable
degree of care.
Confidential Information may be disclosed by the receiving party to its employees, affiliates
and professional advisers, provided that the recipient is bound in writing to maintain the
confidentiality of the Confidential Information received.

The obligations set out in this clause shall not apply to Confidential Information which the
receiving party can demonstrate:

is or has become publicly known other than through breach of this clause;
or

was in possession of the receiving party prior to disclosure by the other

party; or

was received by the receiving party from an independent third party who
has full right of disclosure; or

was independently developed by the receiving party; or

was required to be disclosed by governmental authority, provided that the

party subject to such requirement to disclose gives the other party prompt
written notice of the requirement.

The obligations of confidentiality in this clause shall not be affected by the expiry or
termination of this agreement.

This clause supersedes the terms of any Non-Disclosure Agreement between the Designer
and the Customer, which is hereby terminated.

NOTICES

A notice given under this agreement:

shall be in writing in the English language (or be accompanied by a properly

prepared translation into English);

shall be sent for the attention of the person, and to the address, fax
number or e-mail address given in this clause (or such other person,
address, fax number or e-mail address as the receiving party may have
notified to the other, such notice to take effect five days from the notice
being received); and

shall be:

delivered personally; or

sent by fax or e-mail; or

 sent by pre-paid first-class post, recorded delivery or registered post;
or

(if the notice is to be served or posted outside the country from

which it is sent) sent by registered airmail.

The addresses for service of notice are:

Customer:

Address: _____________________________________________________________

Name: ______________________________

E-mail: ______________________________

Designer:

Address: _____________________________________________________________
Name: ______________________________
E-mail: ______________________________

To prove service, it is sufficient to prove that the notice was transmitted by e-mail address
of the relevant.

PUBLICITY

All media releases, public announcements and public disclosures by the Designer
relating to this agreement or its subject matter, including promotional or marketing
material, shall be co-ordinated with the Customer and approved by the Customer
prior to release.

ASSIGNMENT

The Designer may not assign or transfer any of its rights or obligations under this
agreement. The Customer may assign or transfer any of its rights or obligations
under this agreement, provided it gives prior written notice to the Designer.

ENTIRE AGREEMENT

Except as provided in this clause, neither party shall have any remedy in respect of
any untrue statement (whether written or oral) made to it on which it relied in
entering into this agreement (Misrepresentation), and neither party shall have any
 liability other than pursuant to the express terms of this agreement. Nothing in this
agreement shall exclude or limit either party's liability for any Misrepresentation
made knowing that it was untrue. Each party's liability for Misrepresentation as to a
fundamental matter, including as to a matter fundamental to that party's ability to
perform its obligations under this agreement, shall be subject to the limit set out in
the Limitation of Liability clause.

THIRD PARTY RIGHTS

The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or
settlement under this agreement is not subject to the consent of any person who is not a
party to this agreement.

This agreement is made for the benefit of the parties to it and is not intended to benefit, or
be enforceable by, any other person.

VARIATION AND WAIVER

A variation of this agreement shall be in writing and signed by or on behalf of both parties
to this agreement.

A waiver of any right under this agreement is only effective if it is in writing, and it applies
only to the party to whom the waiver is addressed and the circumstances for which it is
given. No waiver shall be implied by taking or failing to take any other action.

Unless specifically provided otherwise, rights arising under this agreement are cumulative
and do not exclude rights provided by law.

SEVERANCE

If any provision (or part of a provision) of this agreement is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the
other provisions shall remain in force.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some
part of it were deleted, the provision shall apply with whatever modification is necessary to
give effect to the original commercial intention of the parties.

This agreement has been entered into on the date stated at the beginning of it.
 Services (Schedule 1)

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

(Schedule 2 found on next page.)

 Pricing (Schedule 2)

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________