1. Payment Schedule - 50% of Project Total upfront and 50% on completion.
2. Project Time Frame
Agreement to the terms, and the receipt of the Initial Payments are required prior to project start. Project Start date is upon signing this agreement.
Project Time Frame is an estimate based on next-day feedback, where feedback is needed. Delays in feedback beyond next-day will push the Time Frame back the same number of days as has been delayed.
3. Length of Project Quote Validity
This proposal, including Total Project Quote amount, is valid for up to 2 weeks from the date it was initially sent if unaccepted. After 2 weeks, the proposal must be renegotiated.
If accepted, the proposal is valid through the completion of the project.
4. Feedback
Feedback is defined as a written response to questions asked by Stambaugh Designs that are needed in order to proceed with the project.
A Feedback Delay is defined as failure to provide a written response to a request for Feedback within 1 business day. Feedback Delays will result in the Time Frame being pushed back the same number of days as has been delayed. Feedback Delays resulting in a total of 5 business days may result in a redefinition of the Project Time Frame by Stambaugh Designs.
5. Informational Provision
The Client agrees to provide content and goals before Project Start. Any specific concepts, ideas, and strategies must be communicated before Project Start to be considered during the design process.
Information provided after Project Start may or may not be considered during the design process and may alter the Time Frame and cost as outlined in the Changes section.
6. Changes
The Client must assume that all additions, alterations, and changes to concepts or direction, beyond the details contained in the proposal, will alter the Project Time Frame and/or cost. Any change requests may result in a redefinition of the Project Time Frame by Stambaugh Designs.
7. Default
Stambaugh Designs will be considered in default if they fail to complete the project by providing the Deliverables as defined in the proposal.
The Client will be in default if they fail to provide Feedback as defined within 7 business days or fail to pay according to the Payment Schedule as defined.
Either party may terminate this agreement if the other party is in default and has failed to correct the default within 30 days after written notice of the default and intent to terminate by the non-defaulting party.
8. Non-Defaulting Termination
In the event of a Termination of this assignment by The Client that is unrelated to default on the part of either party, ownership of all copyrights, concepts, and the original artwork shall be retained by Stambaugh Designs, and expenses already incurred shall be paid by The Client.
9. Ownership of Artwork
Upon receipt of the Final Payment, Stambaugh Designs irrevocably transfers right of copyright and exclusive use of the file(s) defined in the Deliverables to The Client. Delivery of files(s) does not indicate a transfer of rights. Stambaugh Designs retains ownership and right of copyright until all payments have been made. Stambaugh Designs acknowledges and agrees that all Deliverables under this agreement are intended to be and will be considered “works made for hire” pursuant to the 1976 Copyright Act, as amended.
Stambaugh Designs retains the right to display graphics and other design elements of the work in a portfolio as well as to submit them to online galleries.
10. Releases
The Client shall indemnify Stambaugh Designs against all claims and expenses, including attorney’s fees, due to the uses for which no release was requested in writing or for uses that exceed authority granted by a release
11. Contract Modifications
Modifications of the terms of this contract must be written and authorized by both parties, involving the implementation of a new version of the contract as a whole following standard procedures of documentation and approval.
12. File Modifications
Stambaugh Designs may choose to not work with client-modified versions of Stambaugh Designs' work.
13. Warrant of Originality
Stambaugh Designs warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through The Client from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that Stambaugh Designs has full authority to make this agreement; and that the work prepared by or used by Stambaugh Designs does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that The Client or others may make of Stambaugh Designs’ product that may infringe on the rights of others. The Client expressly agrees that it will hold Stambaugh Designs harmless for all liability caused by The Client’s use of Stambaugh Designs’ product to the extent such use infringes on the rights of others.
14. Limitation of liability
The Client agrees that it shall not hold Stambaugh Designs or his/her agents or employees liable for any incidental or consequential damages that arise from Stambaugh Designs’ failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused intentional or negligent acts or omissions of Stambaugh Designs or The Client, any client representatives or employees, or a third party.
15. Dispute Resolution
Any disputes in excess of maximum limit for small-claims court arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The losing party shall pay all arbitration and court cost, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the prevailing party. All actions, whether brought by The Client or by Stambaugh Designs will be filed in Whatcom County, Washington.
16. Standard Rates
The Client acknowledges Stambaugh Design’s going rate of $150/hour as the accepted rate from which Stambaugh Designs will bill The Client for all additional work unrelated to this agreement.
17. Acceptance of terms
By paying for an utilizing the services of Stambaugh Designs, Stambaugh Designs and The Client agree to the whole terms and intend to be bound hereby.
This contract is held accountable to the legal system of the United States and any applicable statutes held therein.
Questions? Contact Stambaugh Designs at (360) 383-5662 or hello@stambaughdesigns.co