BRAND/COMPANY NAME HARRY VINCENT LIMITED

C/o CONTACT NAME Dir. HARRY VINCENT

City/Town, Country Southend-on-Sea, Essex UK

CONTRACT

PROJECT TITLE
Someday xth Month 2021
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This Project Contract (or Contract) is between Brand/Company (The Client), on behalf of
*Delete if Necessary*, and Harry Vincent (the Designer).

This Contract is dated and effective from: Someday xth Month 2021.

01. PROJECT & PAYMENT

01A. PROJECT DELIVERABLES

The Client is hiring the Designer to do the following: Creation of *Insert Description* for *Insert
Contact/Band Name/Person*, for sale and/ or usage on *Insert Merch Store/Website/Page*.

Of which the Deliverables of this Project are:

• 1 (one) Digital Single Cover Artwork. This will be in the format of Portable Network Graphics
(PNG) and/or Joint Photographic Experts Group (JPEG).
• 1 (one) Garment for merchandise sales, in the format of Adobe® Illustrator (AI), Portable
Document Format (PDF), using elements from the final selected Digital Single Cover
Artwork, which will have been adapted by the Designer for print-use.
• Extracted assets from the final selected Digital Single Cover Artwork, in the format of
Portable Network Graphics (PNG) and/or Joint Photographic Experts Group (JPEG) for use
Digital Marketing purposes-only.

01B. PROJECT OUTLINE

The Designer will begin work on Someday xth Month 2021 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 of Section 04, Term and Termination.

If there are delays in feedback this may affect the delivery dates set out in Section 01c. The
following highlights the outline of work:

Invoice to be submitted to and paid by the Client for 50% Deposit.

Stage 1: Concepts and Creative Ideation

The Designer to deliver initial ideas through assets, showing examples in mock-ups where
necessary.

Stage 2: Feedback Applied

Any feedback and changes required by the Client should be included at this stage. Designer to
apply feedback.
BRAND/COMPANY NAME 'PROJECT TITLE' CONTRACT

Stage 3: Final Feedback Applied

Final stage of feedback and changes required by the Client to be included at this stage.
Designer to apply final feedback for Client to approve on Deliverables.

Invoice to be submitted to and paid by the Client for the remaining Project Fees. Client to sign
and acknowledge Final Works documents and sent back.

Stage 4: Delivery of Assets and Final Works

Designer to send the Deliverables in the agreed formats to the Client along with the
accompanying Final Works documents.

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01C. PROJECT TIMELINE

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• Invoice to be submitted to and paid by the Client for 50% Deposit.

Stage 1: Concepts and Creative Ideation - Someday xth Month 2021

• Initial ideas to be generated and expressed via mock-ups/in-situ examples.
• Initial Presentation Deck to be sent to the Client for review.

• Client to provide feedback by Someday xth Month 2021.

Stage 2: Feedback Applied - Someday xth Month 2021

• Applying Client feedback, Designer to produce new and/or amend ideas.
• Second Presentation Deck to be sent to the Client for review.

• Client to provide further feedback by Someday xth Month 2021.

Stage 3: Final Feedback Applied - Someday xth Month 2021

• Applying final Client feedback, Designer to refine and finalise ideas.
• Final Presentation Deck to be sent to the Client to approve/select Final Deliverables.

• Client to approve Final Deliverables by Someday xth Month 2021.

• Invoice to be submitted to and paid by the Client for the remaining Project Fees.
• Client to sign and acknowledge Final Works documents and sent back.

Stage 4: Delivery of Assets and Final Works - Someday xth Month 2021
• Designer to send the Deliverables to the Client in the agreed formats.
• Designer to produce and deliver the Final Works documents to the Client.
BRAND/COMPANY NAME 'PROJECT TITLE' CONTRACT

01D. PROJECT FEE

The Client will pay the Designer the Project Fee of £0,000.00 (GBP) for this Project.

The Project Fee will be Invoiced in two parts, as follows:

A 50% Deposit of £0,000.00 (GBP) before the Designer starts the Project.

The remaining fee of £0,000.00 (GBP) before Final Works are delivered to the Client.

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The Designer agrees that they are not entitled to any further fees from the Client in relation to

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this Project unless otherwise agreed in writing by the Client. The first payment should be made
before any design service begins.

Please note that Invoices will be submitted prior to the initial work date. The Deposit of the
Project Fee is non-refundable upon receipt.

01E. EXPENSES

The Client will not reimburse the Designer’s expenses for travel or food. The Client will
reimburse expenses for assets that are directly involved in the creation of the Project and are
pre-approved by the Client. These can include but are not limited to: Licensed fonts, Stock
imagery, Software Plug-ins or Scripts, Samples, Digital or Printed assets.

If the Stock imagery or Licensed fonts are not used in Final Deliverables, the Client is not
responsible for these fees.

01F. INVOICES

The Designer will Invoice the Client in accordance with the milestones in Section 01c. The
Client agrees to pay the amount owed within 10 business days (Monday - Friday) of receiving
the Invoice.

The Designer shall be entitled to charge, and the Client shall pay, interest on any unpaid
amount. The 'Total Amount Due' stated is payable on receipt. If the 'Total Amount Due' stated
has not cleared payment within 10 working days of the Invoice date, which is on or before
5:00pm UK local time of the indicated 'Payment Due By' date, payments are subject to a
'Late Fee' interest charge of 30.0% of the 'Total Amount Due' indicated. This will be indicated
on a separate invoice, that will be generated after the 'Payment Due By' date. Recurring late
payments may lead to a forced deposit requirement on future services. After unsuccessful
communication to resolve any outstanding payment, further action will be taken to recuperate
loses.

01G. SUPPORT

The Designer will not provide support for any Final Deliverables once the Client accepts them,
unless otherwise agreed.

02. OWNERSHIP
02A. IP ASSIGNMENT
BRAND/COMPANY NAME 'PROJECT TITLE' CONTRACT

Upon completion of the Services, and expressly conditioned upon full payment of all fees and
costs due, Designer grants to Client *exclusive/non-exclusive rights* to the Final Deliverables
stated as deliverables in Section 01a. The Client will be subject to limitations on the usage of
the Final Deliverables in areas that pertain to usage which may include, but are not limited to;
Category of use, Medium of use, Duration of use, Geographic territory, and Initial press run.

For the Duration of Use, Client shall have *exclusive/non-exclusive rights*, to Final Deliverables.
The rights granted to Client are for usage of the Final Deliverables in their original form only.
Client may not crop, distort, manipulate, reconfigure, mimic, animate, edit, extract portions,
intentionally alter the colour of the Final Deliverables, or otherwise create derivative works for
sale based on the Final Deliverables. The usage rights information will be clarified on each
individual 'Final Works' document, which will be acknowledged and signed by the Client and

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Designer.

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All other rights, including Copyright (C) and Intellectual Property (IP) in relation to the Final
Deliverables are reserved by Designer perpetually and do not transfer as part of this Contract.

Any future uses outside of this Contract agreement will require separate pricing and clarification
and will not be covered in this Contract.

Any additional uses of the Final Works outside of this Contract agreement (and those further
clarified on the 'Final Works' document) will be deemed breach of this Contract.

02B. GRANT OF RIGHTS

Designer retains the rights to all Preliminary Works that are not incorporated into a Final
Deliverable. Preliminary Works represents all artwork including, but not limited to, concepts,
sketches, visual presentations, or other alternate or preliminary designs and documents
developed by Designer and which may or may not be shown and/or delivered to Client for
consideration but do not form part of the Final Deliverables.

02C. MORAL RIGHTS TO AUTHORSHIP CREDIT

Designer may use reference to or visuals of the Final Deliverable in Designer's portfolio
(including, but not limited to, any website that displays Designer's works). Client and Designer
agree that when asked, Client must properly identify Designer as the creator of a Final
Deliverable. Client does not have a proactive duty to display Designers name together with
the Final Deliverable, but Client may not seek to mislead others that the Final Deliverable was
created by anyone other than Designer.

03. REPRESENTATIONS
This section contains important promises between the parties.

03A. AUTHORITY TO SIGN

Each party promises to the other party that it has the authority to enter into this Contract and to
perform all of their obligations under this Contract.

03B. DESIGNER'S RIGHT TO GIVE

The Designer promises that they own the Final Work, that the Designer is able to give the Final
Work to the Client, and that no other party will claim that it owns the Final Deliverables.
BRAND/COMPANY NAME 'PROJECT TITLE' CONTRACT

If the Designer uses employees or subcontractors, the Designer also promises that these
employees and subcontractors have signed Contracts with the Designer giving the Designer
any rights that the employees or subcontractors have related to the Designer’s background IP
and Final Deliverable.

03C. FINAL DELIVERABLE DOES NOT INFRINGE

The Designer promises that the Final Deliverable does not and will not infringe on someone
else’s Intellectual Property (IP) rights, that the Designer has the right to let the Client use the
background IP, and that this Contract does not and will not violate any Contract that the
Designer has entered into or will enter into with someone else.

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03D. CLIENT WILL REVIEW WORK

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The Client promises to review the work; to be reasonably available to the Designer if the
Designer has questions regarding this Project; to communicate feedback and timelines clearly;
and to provide timely feedback and decisions.

03E. CLIENT-SUPPLIED MATERIAL DOES NOT INFRINGE

If the Client provides the Designer with material to incorporate into the Final Deliverable, the
Client promises that this material does not infringe on someone else’s intellectual property
rights.

03F. SERVICE STANDARD

The Designer will perform their work under this Contract with all due skill, care and ability.

04. TERMINATION
04A. TERM AND TERMINATION

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 7 calendar days. The Contract officially
ends once that time has passed.

The party that is ending the Contract must provide notice by taking the steps explained in
Section 08d. The Designer must immediately stop working as soon as it receives this notice,
unless the notice says otherwise. The following sections don’t terminate even after the Contract
ends: 02 (Ownership); 05 (Representations); 07 (Limitation of Liability); and 08 (General).

04B. TERMINATION FEES

In the event of the termination of this Contract, ownership of all copyrights; preliminary works;
mock-ups, working file and the original artwork shall be retained by the Designer. With a
Termination Fee for work completed, and expenses already incurred, shall be paid by the Client.

The Termination Fee is based on the stage of the Project and will be calculated as follows:

• If the Project is post-proposal and has had this Contract drafted, has been sent to and/or
signed by the Client, but the Project has not passed Stage 1 of the timeline stated in Section
01b, a standard Termination Fee equating to £60.00 (GBP) is due to cover administration
costs.
BRAND/COMPANY NAME 'PROJECT TITLE' CONTRACT

• A Termination Fee equating to 25% of the entire Project Fee stated in section 01c is due
once the Project has passed Stage 1 of the timeline stated in Section 01b.

• A Termination Fee equating to 50% of the entire Project Fee stated in section 01c is due
once the Project has passed Stage 2 of the timeline stated in Section 01b.

• A Termination Fee equating to 75% of the entire Project Fee stated in section 01c is due
once the Project has passed Stage 3 of the timeline stated in Section 01b.

• If the Project is terminated by the Client, the Client agrees to pay no less than 100% of the
fees already billed for the Project at the time of termination.

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• If the Project is terminated by the Designer at any time, the Client is not liable for any

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Termination Fees.

04C. MATERIAL BREACH

Either party may terminate this Contract on written notice to the other party, if the other party is
in material breach of any of the terms of this Contract, and fails to remedy that material breach
within 7 calendar days after receiving a written notice from the first party requiring it to do so.

05. INDEPENDENT CONTRACTOR

05A. INDEPENDENT CONTRACTOR

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

• The Designer will use their own equipment, tools, and material to do
the work.
• The Client will not control how the job is performed on a day-to-day basis. Rather, the
Designer is responsible for determining when, where, and how they will carry out the work.
• The Client will not provide the Designer with any training.
• The Client and the Designer do not have a partnership, principal-agent or employer-
employee relationship.
• The Designer cannot enter into Contracts, make promises, or act on behalf of the Client.
• 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 their own taxes.
• The Client will not withhold social security national insurance contributions or make
payments for disability insurance, unemployment insurance, workers compensation or any
similar compensation/insurance for the Designer or any of the Designer’s employees or
subcontractors.

06. CONFIDENTIALITY
06A. OVERVIEW

This Contract imposes special restrictions on how the Client and the Designer must handle
BRAND/COMPANY NAME 'PROJECT TITLE' CONTRACT

confidential information. These obligations are explained in this section.

06B. THE CLIENT’S CONFIDENTIAL INFORMATION

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 their job under this Contract, but not
for anything else. For example, if the Client lets the Designer use a customer list to send out

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a newsletter, the Designer cannot use those email addresses for any other purpose. The one

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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. 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 their own, without using anything belonging to the Client.

06C. 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.

07. LIMITATION OF LIABILITY

07A. LIMITATION OF LIABILITY

Each party’s total aggregate liability to the other party under or in connection with this Contract
shall not exceed the total fee paid or payable to the Designer under Section 01c of this
Contract.

08. GENERAL
08A. ASSIGNMENT

This Contract applies only to the Client and the Designer. The Designer cannot assign its rights
or delegate its obligations under this Contract to a third-party (other than by will or intestate),
without first receiving the Client’s written permission. In contrast, the Client may assign its
BRAND/COMPANY NAME 'PROJECT TITLE' CONTRACT

rights and delegate its obligations under this Contract without the Designer’s permission. This
is necessary in case, for example, another Client buys out the Client or if the Client decides to
sell the Final Deliverable that results from this Contract.

08B. MEDIATION

If a dispute arises about this Contract, the parties first must try to settle it through mediation.
The parties will agree to the mediator and share the costs of the mediation. Each party agrees
to cooperate with the mediator and to try to reach a mutually satisfactory compromise. If the
dispute is not resolved in 30 calendary days after one party notifies the other in writing of its
desire for mediation, either party may take the matter to court.

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08C. MODIFICATION: WAIVER

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To change anything in this Contract, the Client and the Designer must agree to that change in
writing and sign a document showing their Contract. Neither party can waive its rights under
this Contract or release the other party from its obligations under this Contract, unless the
waiving party acknowledges it is doing so in writing and signs a document that says so.

08D. NOTICES

(A) Over the course of this Contract, one party may need to send a notice to the other party.
For the notice to be valid, it must be in writing and delivered in one of the following ways:
personal delivery, email, or certified or registered mail (postage prepaid, return receipt
requested). The notice must be delivered to the party’s address listed at the end of this
Contract or to another address that the party has provided in writing as an appropriate address
to receive notice.

(B) The timing of when a notice is received can be very important. To avoid confusion, a valid
notice is considered received as follows: (I) if delivered personally, it is considered received
immediately; (II) if delivered by email, it is considered received upon acknowledgement of
receipt; by the party upon which the notice is served. (III) if delivered by registered or certified
mail (postage prepaid, return receipt requested), it is considered received upon receipt as
indicated by the date on the signed receipt.

If a party refuses to accept notice or if notice cannot be delivered because of a change in

address for which no notice was given, then it is considered received when the notice is
rejected or unable to be delivered. If the notice is received after 5:00pm (UK Local time) on
a business day at the location specified in the address for that party, or on a day that is not
a United Kingdom business day, then the notice is considered received at 9:00am (UK Local
time) on the next business day.

08E. SEVERABILITY

This section deals with what happens if a portion of the Contract is found to be unenforceable.
If that’s the case, the unenforceable portion will be changed to the minimum extent necessary
to make it enforceable, unless that change is not permitted by law, in which case the portion
will be disregarded. If any portion of the Contract is changed or disregarded because it is
unenforceable, the rest of the Contract is still enforceable.

08F. THIRD PARTY RIGHTS

A person who is not a party to this Contract shall not have any rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Contract.

08G. SIGNATURES
BRAND/COMPANY NAME 'PROJECT TITLE' CONTRACT

The Client and the Designer must sign this document.

08H. GOVERNING LAW AND JURISDICTION

The laws of England and Wales govern the rights and obligations of the Client and the Designer
(both Contractual and non-Contractual) under this Contract, without regard to conflict of law
principles. The courts of England and Wales shall have exclusive jurisdiction in determining any
dispute (whether Contractual or non-Contractual) under or in connection with this Contract.

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08I. LIABILITY

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This Contract represents the parties’ final and complete understanding of this job and the
subject matter discussed in this Contract. This Contract supersedes all other Contracts (both
written and oral) between the parties. Nothing in this paragraph excludes either party’s liability
for fraud.

08J. ITEMS FOR ARCHIVAL USE

Upon completion of Final Deliverables that are to be generated for the Project, the Designer
requests that the Client will reserve a quantity of at least 1 (one) example of the Final Work in a
deliverable in an agreed format/size option for the Designer's own archival use. If relevant, for
Garments, the Designer's size preferences are Large (L) [or Extra Large (XL) failing that].

Client’s failure to at least provide 1 (one) example or an opportunity to purchase an example

of the Final Work in a deliverable at cost shall not be deemed a breach of this Contract
agreement, but is stated as a sign of goodwill.

The parties here to agree to the foregoing as evidenced by their signatures below.

DATED: Someday xth Month 2021

HARRY VINCENT
(As 'Designer' referenced in Contract)

DATED:

CLIENT
(As 'Client' referenced in Contract)
BRAND/COMPANY NAME 'PROJECT TITLE' CONTRACT

This document and any files transmitted with it are intended solely for the use of the individual or entity to whom they are addressed.
If the reader of this document is not the intended recipient or the employee or agent responsible for delivering the message to the
intended recipient, you are hereby notified that any use dissemination, forwarding, printing or copying of this document is strictly
prohibited. If you have received this document in error, please email me at [email protected].

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HARRY VINCENT LIMITED © 2021 [email protected]
COMPANY #12466023 HARRYVINCENT.COM
@HARRY__VINCENT