Ideaus - Retainer Agreement

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RETAINER

RETAINER
RETAINER AGREEMENT
AGREEMENT
AGREEMENT
RETAINER
RETAINER
RETAINER AGREEMENT
AGREEMENT
AGREEMENT
RETAINER
RETAINER
RETAINER AGREEMENT
AGREEMENT
AGREEMENT
RETAINER
RETAINER
RETAINER AGREEMENT
AGREEMENT
AGREEMENT
RETAINER
RETAINER
RETAINER AGREEMENT
AGREEMENT
AGREEMENT
RETAINER AGREEMENT
PROJECT BACKGROUND
Service specifics:

Create and develop 2D & 3D graphic design solutions, from concept to completion, for a wide
range of graphic applications related to activation creativity

2D and 3D designers that will assist and perform designs from the beginning of pitch and end of
Final Artwork with the selected amount of shopping list based on the agreement

Duration:

Aug 2024 - Jan 2025


INDEPENDENT DESIGNERS

The Client is hiring the Designer as an independent designers. The following statements accurately reflect their
relationship:

- The Designer will use its own equipment, tools, and material to do the work.

- The Designer is responsible with the agreed timeline from The Client on how it will carry out the work.

- The Designer cannot decide / make promises without The Client’s notice.

- The Designer is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement
plans, vacation days).

- The Designer is responsible for its own taxes.

- The Client will not withhold social security and Medicare taxes or make payments for disability insurance,
unemployment insurance, or workers compensation for the Designer or any of the Designer’s employees or
subcontractors.
OWNERSHIP & LICENSES

Client Owns All Work Product.


As part of this job, the Designer is creating “work product” for the Client. To avoid confusion, work product
is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents,
code, and anything else that the Designer works on—that is, conceives, creates, designs, develops, invents,
works on, or reduces to practice—as part of this project, whether before the date of this Contract or after.
The Designer hereby gives the Client this work product once the Client pays for it in full.
This means the Designer is giving the Client all of its rights, titles, and interests in and to the work product
(including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work
product however it wants or it can decide not to use the work product at all. The Client, for example, can
modify, destroy, or sell it, as it sees fit.
OWNERSHIP & LICENSES

Designer’s Use Of Work Product.


Once the Designer gives the work product to the Client, the Designer does not have any rights to it,
except those that the Client explicitly gives the Designer here. The Client gives permission to use
the work product as part of portfolios and websites, in galleries, and in other media, so long as it is
to showcase the work and not for any other purpose. The Client does not give permission to sell or
otherwise use the work product to make money or for any other commercial use. The Client is not
allowed to take back this license, even after the Contract ends.
OWNERSHIP & LICENSES
Designer’s IP That Is Not Work Product.
During the course of this project, the Designer might use intellectual property that the Designer owns or
has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.”
Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and
web application tools.
The Designer is not giving the Client this background IP. But, as part of the Contract, the Designer is giving
the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell,
and support the Client’s products and services. The Client may use this background IP worldwide and free
of charge, but it cannot transfer its rights to the background IP .
The Client cannot sell or license the background IP separately from its products or services. The Designer
cannot take back this grant, and this grant does not end when the Contract is over.
OWNERSHIP & LICENSES

Designer’s Right To Use Client IP.


The Designer may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring
the Designer to build a website, the Designer may have to use the Client’s logo. The Client agrees to let the Designer
use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably
necessary to do the Designer’s job. Beyond that, the Client is not giving the Designer any intellectual property rights,
unless specifically stated otherwise in this Contract.
COMPETITIVE ENGAGEMENTS

The Designer won’t work for a competitor of the Client until this Contract ends.
To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses,
distributes, or provides products or services that are substantially similar to the Client’s products or services.
A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if
the Designer asks for permission beforehand and the Client agrees to it in writing. If the Designer uses employees
or subcontractors, the Designer must make sure they follow the obligations in this paragraph, as well.
CONFIDENTIAL INFORMATION
The Client’s Confidential Information.
This Contract imposes special restrictions on how the Client and the Designer must handle confidential
information. These obligations are explained in this section.
While working for the Client, the Designer may come across, or be given, Client information that is confidential.
This is information like customer lists, business strategies, research & development notes, statistics about a
website, and other information that is private. The
Designer promises to treat this information as if it is the Designer’s own confidential information.
The Designer may use this information to do its job under this Contract, but not for anything else.
For example, if the Client lets the Designer use a customer list to send out a newsletter, the Designer
cannot use those email addresses for any other purpose. The one exception to this is if the Client gives
the Designer written permission to use the information for another purpose, the Designer may use the
information for that purpose, as well. When this Contract ends, the Designer must give back or destroy all
confidential information, and confirm that it has done so.
CONFIDENTIAL INFORMATION
The Designer promises that it will not share confidential information with a third party, unless the Client gives
the Designer written permission first. The Designer must continue to follow these obligations, even after the
Contract ends.
The Designer’s responsibilities only stop if the Designer can show any of the following: (i) that the information
was already public when the Designer came across it; (ii) the information became public after the Designer
came across it, but not because of anything the Designer did or didn’t do; (iii) the Designer already knew the
information when the Designer came across it and the Designer didn’t have any obligation to keep it secret; (iv)
a third party provided the Designer with the information without requiring that the Designer keep it a secret; or
(v) the Designer created the information on its own, without using anything belonging to the Client
CONFIDENTIAL INFORMATION

Third-Party Confidential Information. It’s possible the Client and the Designer each have access to confidential
information that belongs to third parties. The Client and the Designer each promise that it will not share with
the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client
or the Designer is allowed to share confidential information with the other party and does so, the sharing party
promises to tell the other party in writing of any special restrictions regarding that information.
WORK & PAYMENT

Project.
The Client is hiring the Ideaus Creative to do the following: 2D and 3D designers that will assist and perform
designs from the beginning of pitch and end of Final Artwork with the selected amount of shopping list based
on the agreement per month:
The work will cover in a 3 months contract which per month of work will cover consists of 2 large & 5 medium/small
scale of design development per project to be charged end of month.
WORK & PAYMENT
2D:

SMALL 5-10 artworks (adds on per 5 artworks) - adds on charge 1jt per 5 artworks
3 Project 2D 3D:
1 Project 3D Include FA from 3D (small booth)

MEDIUM 2D:
10-25 artworks (adds on per 10 artworks) - adds on charge 1,5jt per 10 artworks 3D:
2 Project 2D
1 Project 3D Include FA from 3D (3D for Gathering, Conference)

2D:
25 artworks ++ (adds on per 15 artworks) adds on charge 2jt per 15 artworks

LARGE 3D:
Include FA from 3D (3D for big scale conference, festival outdoor)
2 Project 2D
1 Project 3D *special case of large scale, will be discussed with The Client for any add cost

Rp. 65.000.000 / month


WORK & PAYMENT

Artwork Schemes:
Key Visual: Designer will develop 3 main Key Visual during pitch / running projects until The Client has chosen
the desired Key Visual to ke applied across all related shopping list.
Any duplicating artworks that only requires 2 options or amend copies will be counted as 1 artwork.
Artworks that requires a different size will be counted as 1 artwork each (E.g. artwork for flyer and artwork for
poster counted as 1 counted each as this has different size & layouting)
All shopping lists requested will be closely monitored based on scale and will report to The Client if it is exceeded
to the limit quota
All running artworks will be closely discussed based on agreement with The Client
COMPETITIVE ENGAGEMENTS
Schedule.
The Designer will begin work on (month) (Date) 2023 and will continue until the work is completed.
This Contract can be ended by either Client or Designer at any time, pursuant to the terms ON Term and
Termination.

Work Evaluation.
Client will review quarterly to evaluate the performance of Designer

Lost Pitch for 2D & 3D


Each lost pitch will be charged per project with summary as below:
Small / Medium Scale: Rp. 3.000.000
Large Scale: Rp. 5.000.000
COMPETITIVE ENGAGEMENTS
Payment.
The Designer will get a monthly pay based on agreed budget
Designer will able to freeze the project until the payment / agreement / administration requirements are received
by Designer. All payments made to Designer are not refundable and cannot be transferred to other events groups.

Expenses.
All expenses will be covered from the main monthly payment. Additional expenses to be discussed beforehand if
there is any.

Invoices.
The Designer will invoice the Client monthly. The Client agrees to pay the amount owed within 30 working days
of receiving the invoice.
TERM & TERMINATION
Project Cancellation.
Designer may charge from total billing per project if there is any cancellation from Client’s side based on
the agreed discussion.
This Contract is ongoing until the work is completed. Either party may end this Contract for any reason by
sending an email or letter to the other party, informing the recipient that the sender is ending the Contract
and that the Contract will end in 14 days.
The Contract officially ends once that time has passed. The Designer must immediately stop working as soon
as it receives this notice, unless the notice says otherwise. The Client will pay the Designer for the work done
up until when the Contract ends and will reimburse the Designer for any agreed-upon, non-cancellable expenses.

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