Virtual Paint Color Consultation Agreement
Entered into on .
Nina Hendrick Design Co. LLC
14 Ridge Rd. Hopkinton, MA 01748
Known as “Designer”
Known as “Client”
Collectively, all of the above people or businesses entering this Agreement will be referred to as the “Parties.”
Client desires Virtual Design Services. Designer has agreed to provide such services according to the terms set forth below.
Package. Client chooses Designer’s “Virtual Paint Color Consultation” Package.
In this Agreement, “Services” means any and/or all of the services included in this section. Designer shall provide Client with:
Schedule. Designer shall deliver Services in a reasonable amount of time. Client must respond to any Designer communication within a reasonable amount of time. If Client fails to respond to Designer within a reasonable amount of time for feedback or any other Designer request(s), it is within the Designer’s discretion to delay Client’s Services.
File Storage. Digital copies of designs produced in the course of fulfilling this Agreement will be stored until delivery of final designs and/or products. After final Virtual Paint Color Consultation delivery, Client releases Designer from any and all liability for lost or damaged files or designs.
Cost. The total cost (“Total Cost”) for all Services is due in full on this date. Client shall pay the Total Cost to Designer upon signing this agreement.
Fees. Designer’s hourly rate is $120 per each hour spent on Client’s Services over the allotted amount of time purchased. Designer makes reasonable efforts to edit Client’s designs in a tasteful and professional manner before delivery of Client’s final designs. If Client requests further edits after delivery of Client’s final designs, then Client agrees to pay Designer for any additional changes Designer makes at Designer’s hourly rate.
Copyright Ownership. Designer owns the copyright in any and all designs it creates pursuant to federal copyright law (Title 17, Chapter 2, §201-02, of the United States Code.), whether registered or unregistered. Any and all designs produced in connection with, or in the process of fulfilling this agreement, are expressly and solely owned by Designer to use in the reasonable course of business.
Non-exclusive License. Designer grants to Client a non-exclusive, worldwide license of designs produced with and for Client for commercial or personal use so long as Client provides Designer with attribution each time Client uses Designer’s property unless and until Designer assigns her copyright to Client. Designs will be deemed properly attributed to Designer when it would be obvious to any reasonable observer, reader or viewer that Nina Hendrick Design Company, LLC provided the design for Client’s use.
Prohibited Uses of Designs. Some uses of Designer’s property are expressly prohibited in order to maintain the integrity and quality of Designer’s reputation and work.
Artistic Release. Client has spent a satisfactory amount of time reviewing Designer’s work and has a reasonable expectation that its services will produce a similar manner and style of aesthetic for Client. Designer will use reasonable efforts to ensure Client’s services are carried out in a style and manner consistent with Designer’s current portfolio and Designer will try to incorporate any suggestions Client makes. However, Client understands and agrees that:
Loss of Designs. In the rare event that any or all designs are lost, such as damage to the computer or equipment, stolen computer or equipment or damaged film rolls, Designer shall refund Client the corresponding percentage of lost designs. For example, if 30% of the original designs taken are lost, Designer shall refund 30% of the Total Cost.
Maximum Damages. Client agrees that the maximum amount of damages he or she is entitled to in any claim relating to this Agreement or Services provided in this Agreement are not to exceed the Total Cost of Services provided by Designer.
Indemnification. Client agrees to indemnify and hold harmless Designer, its related companies, parties, affiliates, agents, independent contractors, assigns, directors, employees and officers from any and all claims, causes of action, damages or other losses arising out of, or related to, the Services provided in this Agreement. Client agrees to either secure a reasonable amount of insurance coverage to pay for any claims, causes of action, damage, attorney fees or other losses as a result of accident or negligence on behalf of the Parties to this Agreement, or if no insurance is secured, Client waives its right to directly or indirectly ask or force Designer to pay for any such damages.
Relationship of the Parties. Designer and any related sub-contractors are not employees, partners or members of Client’s company or organization. Designer has the sole right to control and direct the means, manner and method by which the Services in this Agreement are performed. Designer has the right to hire assistants, subcontractors or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, taxes (including FICA), registrations or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance or unemployment fees to Contractor.
Cancellation, Rescheduling of Services or No-Show Client. If Client desires to cancel Services, reschedule Services, or if it becomes impossible for Designer to render Services due to the fault of the Client or parties related to Client, such as failure of one or more essential parties to the course to provide support or documents in a timely manner, Client shall provide notice to Designer as soon as possible via the Notice provisions detailed in this Agreement. Upon cancellation or unreasonable delay, all outstanding fees are immediately due and payable to Designer.
Force Majeure. Notwithstanding the above, either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as, but not limited to:
Failure to Perform Services. In the event Designer cannot or will not perform its obligations in any or all parts of this Agreement, it (or a responsible party) will:
Governing Law. The laws of Massachusetts govern all matters arising out of or relating to this Agreement, including torts.Severability. If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force.
Notice. Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:
Merger. This Agreement constitutes the final, exclusive agreement between the parties relating to the Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.
Amendment. The parties may amend this Agreement only by the parties’ written consent via proper Notice.
Dispute Resolution. If the Parties cannot find a resolution to a dispute or potential claim by means of good-faith negotiation, then the Parties will make a reasonable attempt to resolve their dispute through Alternative Dispute Resolution or Mediation before filing a civil cause of action.
Headings. Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.
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Document Name: Virtual Paint Color Consultation Agreement
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