WORK – AGENCY agrees to produce project materials (WORK) at the request of the CLIENT for fees agreed upon in advance and delivery of the WORK by an agreed-upon deadline. AGENCY agrees that they will be the sole author of the WORK, which will be original WORK and free of plagiarism. AGENCY will cooperate with CLIENT in editing and otherwise reviewing the WORK prior to completion and launch. WORK includes only the final, deliverable art, and not any preliminary Work or sketches.

CONFIDENTIALITY – AGENCY acknowledges that they may receive or have access to information (INFORMATION) which relates to the CLIENT’s past, present, or future products, vendor lists, creative works, marketing strategies, pending projects and/or proposals, and other proprietary information. AGENCY agrees to protect the confidentiality of the CLIENT’s proprietary information and all physical forms thereof, whether disclosed to AGENCY before this Agreement is signed or afterward. In some cases certain INFORMATION may be shared internally by the AGENCY to AGENCY’s employees, partners, associates & vendors in order to help assist with the WORK unless strict confidentiality is requested by CLIENT in advance of the establishment of this contract.

WORKING/BILLING PHASES – Based on our experience with long-term design communications projects, we have found that it is mutually advantageous to handle each project in logical working/billing phases. 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. Planning the work, cost estimating, and billing in several phases permits AGENCY or CLIENT to adjust for such revisions/or halt work before completion if a project is postponed or canceled. Any canceled project is billed only through phases and/or portions of phases that were actually completed by AGENCY. For each project, CLIENT will receive a proposal/estimate outlining the project specifications and our proposed scope of services and working/billing phases. Each proposal estimate will contain a project budget, which includes estimated fees for professional services and separate itemized costs for anticipated out-of-pocket expenses. We will begin work upon CLIENT’S approval of the written estimate. Your approval (written or oral) will constitute an agreement between us.

PAYMENT/ESTIMATES – CLIENT agrees to pay AGENCY in accordance with the terms specified in each proposal/estimate. CLIENT will be required to pay 25% of the project cost before work can begin. Unless otherwise specified, all subsequent balances due are payable prior to each phase. 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. Estimate: Billing will reflect the actual costs incurred. Valid for only 30 days from date on estimate. CLIENT requested changes will be billed additionally. The CLIENT will be notified of any price changes.

CONSULTATION – Any consultation between CLIENT and AGENCY (either via telephone, text message, in-person, email or other similar methods) is considered billable time and will be billed at a standard hourly rate, unless otherwise stated in advance by AGENCY.

OUT-OF-POCKET EXPENSES – Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, color printouts, laminating, illustrations, separations, shipping and handling or courier service. Expenses are itemized on each invoice. Expenses are subject to Utah sales tax unless 1) You are a tax-exempt organization with proper paperwork provided to AGENCY; or 2) the work is for resale and you have submitted a resale certificate to AGENCY. If consultant or supervisory services are required in out-of-town locations, we will bill lodgings, meals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.

PRINTING – Printing services may be provided by Pinebee Printing (PRINTER) upon request. Color variation is common in printing. CLIENT acknowledges that the PRINTER can not print colors the way they look on a monitor and may not print true to the screen. These colors will never be a perfect match because the image on the screen and the image from the PRINTER use two different color sources. The screen pixels are emitted light and a PRINTER can’t print light. a PRINTER use ink, dyes and pigments to replicate colors. PRINTER can provide a printed color proof, if needed, for an additional fee and may result in extended delivery for final printed material while pending approval. Printing Payment: If utilizing printing with Pinebee Printing (PRINTER), CLIENT acknowledges PRINTER invoice needs to be paid in full before any printing begins. Delayed payment may also cause a delay in the estimated time it takes to complete printing services and delivery.

OVER RUNS AND UNDER RUNS – The CLIENT will accept over runs or under runs that do not exceed 10% of the quantity ordered on all jobs. The AGENCY will bill for actual quantity delivered within this tolerance. If the CLIENT requires a guaranteed quantity, the percentage of tolerance must be stated at the time of quotation.

ADDITIONS, REVISIONS AND ALTERATIONS – AGENCY will use reasonable efforts to complete the project within the timeline specified in this contract. However, if CLIENT requests revisions to WORK, the timeline for completing the project may be extended by an amount of time reasonably necessary to complete the requested revisions. AGENCY will provide CLIENT with a revised timeline upon completion of each round of revisions upon request. New WORK requested by CLIENT and performed by AGENCY after a proposal and/or estimate has been approved is considered an addition, revision or alteration. If the WORK changes to an extent that substantially alters the scope, parameters or specifications described in the original estimate, we may submit a proposal revision memo to you, and a revised additional fee must be agreed to by both parties before further work proceeds. Author’s alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates.

OVERTIME – Estimates are based on a reasonable time schedule, and may be revised to take into consideration your “ Priority Scheduling” requests requiring overtime and weekends. Knowledge of your deadlines is essential to provide an accurate estimate. In addition, outside suppliers such as service bureaus typically charge a 100% to 200% markup on overtime after 5:30 PM and weekends.
The CLIENT agrees they will work with AGENCY as a consultant and not treat AGENCY as an employee for any purpose.

TAXES – AGENCY is responsible for the payment of all federal, state, and/or local taxes with respect to the professional services they perform for the CLIENT as an independent contractor in accordance with Utah state law.

NATURE OF COPY – CLIENT agrees to exercise due diligence in its direction to AGENCY regarding preparation of materials and must be able to substantiate all claims and representations. CLIENT is responsible for all trademark, service mark, copyright and patent infringement rights & clearances. CLIENT is also responsible for arranging, prior to publication, any necessary legal rights & clearance of materials AGENCY prepares. Furthermore, CLIENT should have legal rights & clearances to all assets & materials that they may provide AGENCY to be used in Project. CLIENT agrees full responsibility for any legal issues that may arise in the event of assets & materials being used in project.

ERRORS AND OMISSIONS – It is the CLIENT’S responsibility to check proofs carefully for accuracy in all respects, ranging from spelling & typos to layout & technical illustrations. AGENCY is not liable for errors or omissions. AGENCY will use reasonable efforts to deliver visually appealing and functional WORK that meets the specifications set forth in this contract. However, due to the complex nature of web design and the use of third party vendors or Application Program Interfaces (APIs), it is not always possible to achieve pixel perfect design. AGENCY is not responsible for any errors or issues that may arise as a result of using third party vendors or APIs. Due to the nature that digital colors are displayed, colors may differ from device, screen, monitor or print. If CLIENT does not specify spot colors, we will try our best to accurately color correct your WORK. CLIENT approval or that of your authorized representative is required on all mechanicals or artwork prior to release for printing WORK or other implementations.

TELECOMMUNICATIONS – CLIENT shall pay for all transmissions charges. The AGENCY is not responsible for any errors, omissions or extra costs resulting from faults in the telephone, cable, satellite network or from incompatibility between the sending and receiving equipment.

WEBSITE MAINTENANCE – With respect to domain names, web hosting and websites built by AGENCY and any third parties, the CLIENT will be supplied with the account credentials for the website login and should CLIENT choose to host via a 3rd party or not secure a maintenance plan, AGENCY will no longer be responsible for the server, any migration, database, web hosting, domain, website accounts or maintenance of same unless a maintenance plan has been purchased or other agreement has been made with AGENCY and the CLIENT will be responsible for maintaining backups with respect to websites. AGENCY will not be liable for the loss of, restoring, maintaining or updating any CLIENT data, websites, platforms or accounts. Should the CLIENT terminate service, fail to pay or fail to renew any maintenance plan it will result in immediate suspension of maintenance services. AGENCY will keep a copy of the last backup performed prior to termination for 30 days.

HOSTING – Website Domain Name Registration(s) & Transfer(s); Server Space & Website Hosting; as well as CLIENT branded Email Hosting are available through AGENCY. Should the CLIENT terminate, fail to pay or fail to renew any hosting plan without notifying AGENCY it will result in immediate suspension of website without the guarantee of domain name renewal availability. AGENCY will notify client prior to any expirations of services. Should CLIENT want to transfer to another provider they assume all responsibility in properly migrating all assets and will not hold AGENCY responsible for any lost data.

PLACEMENT OF ADVERTISING – At your request, we will purchase media space on your behalf through our media division. Space will be billed to you at current rates plus the standard AGENCY commission.

INSPECTION OF BOOKS – Upon reasonable notice, any and all invoices from our vendors, time sheets and other documentation relating to your account will be available to you. Inspection at our studio by your authorized representative may be arranged during normal business hours.

PROPERTY AND SUPPLIER’S PERFORMANCE – AGENCY will take all reasonable precautions to safeguard the property you entrust to us. In the absence of negligence on our part, however, we are not responsible for loss, destruction, damage or unauthorized use by others of such property. We will use our best efforts to ensure quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise reproduced) pieces. Although we may use our best efforts to guard against any loss to you through the failure of our vendors, media, or others to perform in accordance with their commitments, AGENCY is not responsible for failure on their part. If you select your own vendors, other than those recommended by us, you may request that we coordinate their work. If at all possible, we will attempt to do so, but we cannot in anyway be held responsible for quality, price, performance or delivery.

LIEN – All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied.

RIGHTS OF OWNERSHIP – Once a project has been delivered by us and is fully paid for by CLIENT, AGENCY will assign the reproduction rights of the design for the use(s) described in the proposal.  According to the Copyright Law of 1976, the rights to all design and art work, including but not limited to photography and or illustration created by independent photographers or illustrators retained by AGENCY, or purchased from a stock AGENCY on your behalf, remain with the individual AGENCY, designer, developer, artist, photographer or illustrator. Unless a purchase of “All Rights” (A Buyout) is negotiated with AGENCY and/or his/her authorized representative, you may not use or reproduce the design or the images therein for a purpose other than the one(s) originally stipulated. AGENCY also retains ownership of all the preliminary materials, comps, sketches, including but not limited to the intermediate ideas or concepts delivered and developed during the course of the creative process that led to the final WORK and these items may not be copied or used in the future by CLIENT without the permission of AGENCY. CLIENT acknowledges and agrees that AGENCY retains ownership of all deliverables, including but not limited to digital files, preliminarily or final, unless otherwise noted in advance. The CLIENT also waives right to challenge validity of ownership of WORK by AGENCY should these laws change or evolve. If you wish to use the design we have created and/or the images within it for another purpose or project, including a reprint or exhibition, you must contact us to arrange the transfer of rights and any additional fees before proceeding. If printing or other implementation is done through your vendors, you agree to return to us all our original mechanicals and artwork (slides, prints, drawings, separations, etc.) within two weeks, and to provide us with printed samples of each project.

AGENCY’S RIGHT TO AUTHORSHIP CREDIT – We reserve the right to photograph and/or distribute or publish for our firms promotional and marketing needs any work we create for you, including final art, mock-ups and comprehensive presentations, as samples for our portfolios, websites, social media, firm news letter, brochures, slide presentations and similar media. We agree to store mechanical boards and computer disks for a period of 6 months beyond the delivery of a job. Thereupon, we reserve the right to discard them. CLIENT and AGENCY also agree that when asked, CLIENT must properly identify AGENCY as the creator of Work. CLIENT does not have a proactive duty to display AGENCY’S name together with Work, but CLIENT may not seek to mislead others that Work was created by anyone other than AGENCY.

TERM AND TERMINATION – The term of this agreement will continue for the WORK in progress until terminated by either party upon thirty (30) days written notice. Cancellation: If you should direct AGENCY at any time to cancel, terminate or “put on hold” any previously authorized purchase, they will promptly do so, provided you hold AGENCY harmless for any cost incurred as a result. Both parties understand that CLIENT or AGENCY may terminate this contract at any time if, for any reason, including but not limited to, if the project becomes excessively burdensome, if there is a breakdown in the working relationship, or the relationship is deemed unsatisfactory by either party. Upon written or verbal cancellation, CLIENT is responsible for the payment of all expenses incurred and any work done towards the completion of the WORK project based on the percentage of the WORK completed that is determined by AGENCY. Should CLIENT cancel the WORK project following its completion, CLIENT is responsible for full payment as per the agreed upon estimate plus all expenses incurred. In the event of cancellation, AGENCY still retains ownership of all copyrights and original work created. Upon termination of this agreement, AGENCY will transfer to CLIENT all your property and materials in our control and for which you have paid. CLIENT will indemnify and hold AGENCY harmless for any loss or expense (including but not limited to attorney’s fees & court costs), and agree to defend AGENCY in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to assertions made against CLIENT and any of its products and services arising from the publication of materials that we prepare and you approve before publication. If AGENCY terminates the contract, CLIENT will still be responsible for payment for any work completed up to the point of termination. If CLIENT terminates the contract, AGENCY will be entitled to payment for any work completed up to the point of termination, as well as any reasonable out-of-pocket expenses incurred in connection with the project, and AGENCY will have no further obligations under this contract. AGENCY will retain ownership of all intellectual property related to the project, including any designs, images, or other materials created in connection with the project.

PRODUCTION SCHEDULES – Production schedules will be established and adhered to by both CLIENT and the AGENCY, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, a pandemic, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of ‘God’ or other causes beyond the control of the CLIENT or the AGENCY. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly.

CLIENT APPROVAL – Upon acceptance of the WORK, CLIENT accepts responsibility for any further processes in which the WORK is used (e.g. film outpost, printing, etc.) AGENCY is not responsible for errors occurring in this WORK or projects related to this WORK after acceptance of the WORK by the CLIENT.

ADDITIONAL PROVISIONS – The validity and enforceability of this agreement will be interpreted in accordance with the local state laws of the State of Utah applicable to agreements entered into and performed in the state of Utah & any federal laws of the United States of America. This agreement is our entire understanding and may not be modified in any respect except in an executed agreement.
If we must retain attorneys to collect our invoices and/or defend ourselves in relation to CLIENT and/or the WORK the AGENCY performed for them, AGENCY will be entitled to reasonable attorney’s fees, court costs, loss of time, damages and interest at the maximum rate permitted by law.

SURVIVAL OF TERMS – This agreement remains in full force and effect regardless of the execution of any other contract or agreement between the parties. The execution of any additional contracts or agreements shall not nullify or cancel the terms of this agreement unless explicitly stated in writing and signed by both parties.

MODIFICATION OF TERMS – This agreement is subject to change at any time at the sole discretion of the AGENCY. CLIENT will be notified of any changes to the terms of this agreement in writing. The continued use of services by CLIENT after notification of any changes to the terms of this agreement shall constitute acceptance of those changes.

ACCEPTANCE OF TERMS – CLIENT promises to pay for the services rendered by AGENCY for the WORK as agreed upon. By signing agreement, CLIENT also agrees they have read, understood, and are considered legally bonded to these terms.