This is a SAMPLE design contract. It is meant as a guide only and is NOT legal advice.

This agreement may not

meet your specific needs. You should seek legal or other appropriate counsel for your specific situation and need. In
accessing this sample contract, you agree that Vandelay Design/MNCS LLC is not liable to you in any way for your
use of the agreement and, further, you agree to hold harmless Vandelay Design/MNCS LLC from and against any
and all claims that you or your clients may have and that result from or are related to your use of this agreement.

DESIGNER SERVICES

THIS AGREEMENT, effective as of ____________________ , 20__, (“Effective Date”) is entered into by and
between__{Your Company Name} ___________, (hereinafter referred to as “Designer”), and ____{Clients
Name}_______, (hereinafter referred to as “Client”). Designer and Client are sometimes referred to individually as a
“Party” or collectively as the “Parties.”

Recitals

WHEREAS Designer offers design services {You may want to be more specific and say “business card design services”
or “digital graphic design services” or whatever you are specifically doing for your client.}; and

WHEREAS Client is interested in using Designers services to {create a business card; or whatever service you are
performing} for Client’s business;

NOW THEREFORE, in consideration of the mutual covenants set out in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, Designer hereby agrees to provide the Services
(as defined below) set forth in this Agreement, and Client agrees to pay for such Services, all in accordance with the
following terms and conditions:

Terms and Conditions

Article 1 SCOPE OF WORK {This is drafted for creating a business card. Changes may need to be made for the
specific service you are performing.}

1.1 Designer will create a {business card} for Client (hereinafter, the work is referred to as “Services”). {The business
card will be 3 ½ inches long and 2 inches wide and printed on paper stock chosen by Client and reasonably
acceptable to Designer -- or you can say something like “will be of high quality and printed on quality paper
stock suitable for Client’s business use”. Use this section for the specifics so that there is no misunderstanding
between you and your Client as to what you will create for them. Things to consider include how many you will
deliver, what the size of it is, number of pages, etc. List as many as the agreed upon specifics as you can to avoid
arguments later. If you find that the amount of work is too long, you can also list the work on an attachment. In
that case, just say “Designer will perform the work listed on the attached Exhibit A which is hereby incorporated
into this Agreement in full by this reference. All such work is hereinafter referred to as “Services”. If you are
providing digital services you may want to state the type of format the finale product will be delivered in.}

The business card will include _____________ {Optional paragraph. Use if Client wants something particular
in the design such as specific colors, company name, initials, logos, address, phone numbers, website, etc. This is
not meant to be all inclusive. In other words, you can have other things in the final design. But the final design
has to include all of the things listed here as well as those other things.} Client may provide names, pictures,
ideas, designs or other information, renderings or writings of any kind to be included in the design (“Client
Provided Material”). Client Provided Material for use under this Agreement includes, but may not be limited
to,_____ {Clients firm name and logo, etc. List ALL information or ideas from Client hat you utilize in the
design.}

Within fourteen (14) days of receiving Client’s deposit as set forth in Article 2, and information sufficient to
design the business card, Designer will deliver to Client an initial draft of the business card. {You may want to say
that you will provide 3 or 4 drafts for the Client to choose from} Client will then have five (5) business days to
review and suggest any changes. Designer will then make any requested changes where possible {“where
possible” because Client may want changes that you can’t do because, for example, they would violate someone
elses property right, etc.} and send to Client for final approval.
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1.2 Designer is, and will perform the Services as, an independent contractor for Client. Nothing in this Agreement
shall be construed as to render Designer an employee, agent, representative, joint venturer or partner of Client.
Neither Party shall enter into any contracts, agreements or other obligations with any other parties which bind, or
are intended to bind, the other Party. Designer and Client shall each maintain sole and exclusive control over its
respective personnel and operation.

1.3 Designer represents and warrants that, except for Client Provided Material, the final design delivered to Client is
the original work of Designer or Designer has the right to use the work and grant the rights granted to Client in this
Agreement. To the best of Designer’s knowledge, the design does not infringe the rights of any party, and use of
the design will not violate the rights of any third parties. Any modification to the design by Client or any third
party will void this representation and warranty. Services will be performed substantially to the specifications
included in Section 1. Designer does not make any other guarantee as to the results of Designer’s Services.
Designer does not guarantee that any particular outcome will occur as a result of the Services. Designer does
not guarantee that Client’s business will be increased by using the design. OTHER THAN EXPRESSLY
PROVIDED HEREIN, DESIGNER MAKES NO OTHER WARRANTY WITH RESPECT TO THE
SERVICES TO BE PERFORMED UNDER THIS AGREEMENT WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF
THIRD PARTY RIGHTS. ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES,

SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. THE FOREGOING PROVISION SHALL
BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

{1.4 Every business card designed by Designer under this Agreement whether printed by Designer, Client or a third
party, shall include the following credit line: This card designed by ______. The credit line shall appear in the
bottom right corner on the reverse side of the card in no less than 8 point Arial font. You may get your Client to
agree to this on a business card, promotional material or other items but on other items they probably wouldn’t
agree to it. In that case, or if you don’t care, then simply delete it.}

Article 2 PAYMENT

2.1 Payment for Services: For the Services set forth in Article 1, Client shall pay to Designer the total amount of
$______ . Payment shall be made as follows:

Within 5 days following the Effective Date, Client shall pay to Designer a non-refundable deposit of $_____ (50%
of the total amount due).

Upon Clients approval of the final design, Client shall pay to Designer $_____. Such fee is due and payable prior
to Designer’s delivery of the completed design.
{OR - If you use one of the payment options below, you may need to modify Section 1.1 that refers to the initial
drafts of the design being due within 14 days of receipt of the deposit-}
2.1 Payment for Services: For the Services set forth in Article 1, Client shall pay to designer the total amount of $
__________ . Payments shall be made upon completion of the milestones set forth below:

Milestone Payment Amount

{Make sure each milestone is clearly set out so that there can be no dispute over whether or not that milestone
was actually reached. Milestones can also be dates. In that case, just list the dates and the amount due on each
date. In either case, the final date or milestone should be completion of the project. You should then have a line
that says the completed Services will be delivered to Client upon payment of all the above fees.}
{OR}
2.1 Payment for Services: For the Services set forth in Article 1, Client shall pay Designer the hourly rate of $ ____
for all work performed. Designer shall submit monthly invoices for all Services performed in the prior month.
Payment from Client shall be due within fourteen (14) days of Client’s receipt of the invoice.

2.2 Unless otherwise provided in this Agreement, all payments under this Agreement shall be non-cancelable and
nonrefundable obligations. Payment not received on the terms set forth in Article 2.1 shall immediately be
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 considered past due and accrue interest at the greater of 1 ½% per month or the highest interest rate allowed by
law. All payments made to Designer under this Agreement are exclusive of, and Client shall pay and hold
Designer harmless from, any local, state, federal or foreign sales, use, value-added, excise, customs, export, import
or similar taxes or duties that may be imposed by any jurisdiction (other than taxes on the net income of Designer).

Article 3 COMPLETION DATE and TERMINATION

3.1 Client agrees that, in order for Designer to fully perform the Services, Client must cooperate with Designer and
provide information deemed necessary by Designer. The failure of Client to cooperate and provide information
could have a direct result in the success of Designer’s efforts and timeliness in completing the Services. Designer
agrees to expeditiously work to complete the Services on or before 30 days following the Effective Date.

3.2 Designer can terminate at any time, without notice, for non-payment or, in Designer’s sole opinion, if Client is not
granting the information needed by Designer to fully perform the Services. Upon such termination, Client shall
pay to designer a proportionate amount (as determined by Designer) for all Services performed up to and
including the date of termination.

Article 4 INDEMNIFICATION

4.1 Client represents and warrants that Client owns all right, title, and interest in, or otherwise has full right and
authority to permit the use of the Client Provided Material. Client also represents and warrants that, to the best of
Client’s knowledge, the Client Provided Material does not infringe the rights of any third party, and its use does
not and will not violate the rights of any third parties.

4.2 Client shall defend, indemnify and hold harmless, Designer, its officers, agents, employees, successors and
assigns from and against any and all liability, damages, losses, claims, demands, actions, causes of action, and
costs, including but not limited to reasonable attorney’s fees and expenses, arising out of any and all claims
arising out of or related to the Services performed or to be performed under this Agreement including, but not
limited to, claims that Designer’s use of the Client Provided Material infringes upon any trade secret,
trademark, trade name, copyright, patent, or other intellectual property right.

Article 5 LIMITATION OF LIABILITY

DESIGNER WILL NOT BE LIABLE TO CLIENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES WHATSOEVER WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR STRICT LIABILITY INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF OR
UNDER-UTILIZATION OF LABOR OR FACILITIES, LOSS OF REVENUE OR ANTICIPATED PROFITS, OR
CLAIMS FROM CUSTOMERS, RESULTING FROM DESIGNER’S PERFORMANCE OR
NONPERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, OR IN THE EVENT OF
SUSPENSION OF THE SERVICES OR TERMINATION OF THIS AGREEMENT. DESIGNER’S
AGGREGATE LIABILITY TO CLIENT UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS SHALL
NOT EXCEED THE TOTAL AMOUNT OF THE FEES ACTUALLY PAID BY CLIENT AND RECEIVED BY
DESIGNER UNDER THIS AGREEMENT.

SOME STATES AND JURISDICITONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF

INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT
APPLY TO CLIENT. THE FOREGOING PROVISION SHALL BE ENFORCEABLE TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW.

Article 6 INTELLECTUAL PROPERTY

Right and title to all ideas, trade secrets, business processes, inventions, discoveries, and other intellectual property
(collectively referred to as “Inventions”) used or developed by Designer in the performance of the Services shall remain
with Designer. Upon payment of all fees due hereunder, Client is hereby granted a non-exclusive license to use the
completed design and the Inventions included in the design. Client agrees to keep confidential any and all Inventions not
publicly known and utilized by Designer under this Agreement. Client further agrees that Designer may use the completed
design, including the Client Provided Material, in Designer’s marketing and promotional material (including, without
limitation, on Designer’s website) and may list Client by name as a customer of Designer.
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{OR}
Right and title to all ideas, trade secrets, business processes, inventions, discoveries, and other intellectual property
(collectively referred to as “Inventions”) used or developed by Designer in the performance of the Services and included in
the final design shall pass to Client upon payment of all fees due. Designer is hereby granted an exclusive, worldwide,
perpetual license to 1) use the final design in marketing and/or promotional material including posting of the design on
Designers web site as an example of the services Designer performs; and 2) use the Inventions in Designers work for other
customers. All preliminary design works, including any Inventions, not incorporated into the final design shall remain the
property of Designer.
{OR}
Right and title to all ideas, trade secrets, business processes, inventions, discoveries, and other intellectual property
(collectively referred to as “Inventions”) used or developed by Designer in the performance of the Services and incorporated
into the final design shall pass to Client upon payment of all fees due provided, however, that all ideas, trade secrets,
business processes, inventions, discoveries, and other intellectual property of Designer known or utilized by Designer prior
to the start of the Services shall remain with Designer even if used in the final design. Designer is granted an exclusive,
worldwide, perpetual license to use the final design in marketing and/or promotional material including posting of the
design on Designers web site as an example of the services Designer performs. All preliminary design works, including any
Inventions, not incorporated into the final design shall remain the property of Designer.

Article 7 GENERAL

7.1 Severability: If any section, provision or portion of this Agreement is held to be invalid, illegal or void by a
court of proper jurisdiction, the remainder of this Agreement shall subsist and continue in full force and effect.

7.2 Assignment: Neither this Agreement nor any interest under it shall be assigned without the prior written
consent of Designer.

7.3 Governing Law and Jurisdiction: This Agreement shall be interpreted, governed and construed under the laws
of the State of California, United States of America, as if executed and to be performed wholly within the
State of California, United States of America. Any action brought by either party arising under or related to
this Agreement shall be brought before a court of competent jurisdiction in the County of Los Angeles, State
of California.

7.4 Waivers: Any waiver by either Party of any violation of, breach of or default under any provision of the
Agreement by the other Party shall not be effective unless stated specifically in writing and shall not be
construed as, or constitute, a continuing waiver of such provisions, or waiver of any other violation of, breach
of or default under any other provision of the Agreement.

7.5 Section Headings: Section headings appearing in this Agreement are for convenience only and shall not be
construed as interpretations of text.

7.6 Notices: Any legal notice pertaining to this Agreement shall be in writing and sent by email, personal
delivery, facsimile, or registered or certified mail, postage prepaid, to Designer or to Client, as appropriate, at
their respective addresses appearing below:

In the case of Designer:

E-mail:
Attention:
Address:
Phone:
Fax:

In the case of Client:

E-mail: _______________________

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 Attention: _______________________
Address: _______________________
Phone: _______________________
Fax: _______________________

Any notice delivered by mail shall be deemed given when received. The date of receipt of any notice by facsimile
shall be the date upon which the transmitter of the facsimile receives confirmation of the facsimile transmission.

7.7 Third Parties: Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer
upon or give any person or entity any rights or remedies under, or by reason of, this Agreement, except as
specifically provided for in this Agreement.

7.8 Entire Agreement: This Agreement contains the entire agreement and understanding between the parties and
merges and supersedes all prior representations and discussions pertaining to this Agreement. Any changes,
exceptions, or different terms and conditions proposed by either Party are hereby rejected unless expressly
incorporated in this Agreement in writing and signed by both parties.

7.9 Survival: Notwithstanding completion or termination of the Services, the Agreement or any portion thereof, the
Parties shall continue to be bound by those provisions of the Agreement which by their nature survive such
completion or termination including, but not limited to, Articles 2, 4, 5, 6 and 7.

7.10 Uncontrollable Forces: Neither Party shall be liable for any delay or failure to perform its obligations under this
Agreement due to any cause beyond its reasonable control, such as strike, flood, fire, lightning, epidemic,
quarantine restriction, war, sabotage, act of a public enemy, or earthquake. Uncontrollable forces also shall
include the actions of search engines, directories and related parties. The delay or failure in performance excused
by this Article 7.10 shall only be excused for so long as the causes of such excusable delay or failure subsist. The
Parties shall resume the performance of their respective obligations upon cessation of the cause of such excusable
delay or failure.

7.11 Disputes and Arbitration: Any unresolved disputes shall be referred to Designer’s President, or a designee, and
the owner or an officer of Client for resolution. Pending resolution, Designer shall continue to perform the
Services, and Client shall continue to make payment for the undisputed items. If no resolution can be reached, the
dispute shall be submitted, at Designer’s sole discretion, to either 1) small claims court or 2) arbitration. Should
Designer choose to settle a dispute arising out of or in connection with this Agreement to arbitration, then the
dispute shall be finally settled under the Rules of Arbitration of the American Arbitration Association by one or
more arbitrators appointed in accordance with said Rules. The arbitration authority shall be in the County of Los
Angeles, State of California in the United States of America as chosen by Designer. {The county and state should
be convenient to you} The arbitration award shall be final and binding on both Parties. {This section is only
necessary if you want arbitration. If you want to include this section, delete the last sentence of Section 7.3}

7.12 Language: The language of this Agreement is in English as in common use in the United States of America (US
English) and any disputes with translations of this agreement or its counterparts in other languages shall be settled
finally in US English. {Only necessary if you are dealing with someone outside of the U.S.}

7.13 Time and Dates: All references to dates and other calendar events shall be in the Gregorian calendar such as in
common use in North America. All references to dates and/or times shall further be relative to the principle place
of business of the Designer unless otherwise specified. {Only necessary if you are dealing with someone outside
of the U.S.}

7.14 Counterparts: This Agreement may be signed in one or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same instrument.

7.15 Successors: This Agreement is binding on all successors, permitted assigns, heirs, executors and
administrators of the Parties hereto.

IN WITNESS WHEREOF, and acknowledging acceptance and agreement of the foregoing, Designer and Client
affix their signatures hereto:

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DESIGNER

Designer Signatory

By: _________________________ Title: __________________________

CLIENT

Client Signatory

By: _________________________ Title: __________________________

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