Logo Design Agreement

This agreement is between:

Name: Mary Purdy (now known as Party A)

and

Name: Alexandra Nimmons (hereafter known as Party B)

Party B has an interest in performing the services laid out in the following Scope of Work for Party A and deliver a full and completed product that meets Party A’s expressed goals and expectations to the best of the combined abilities of Party A and Party B. Both parties wish to set forth the terms and conditions upon which such services will be provided to Party A. In consideration of the foregoing, and the mutual promises herein contained, the parties hereby agree as follows:

SCOPE OF WORK 

Services to be Performed

• Design a full logo representative of the Mary Purdy brand

Deliverables

• One logo in up to 6 styles (depending on final design):
  • Vertical (color)
  • Horizontal (color)
  • Vertical (black and white)
  • Horizontal (black and white)
  • Logo mark
  • Word mark
• A one-page PDF branding document which includes the colors and fonts used in the design
• A favicon for a website
• All logos in high-res and PNG format and empty of background

Progression and Phases

• Sketch Phase (in which Party B will provide black and white rough sketches of logo shapes and layouts)
• Revision Phase (in which Party B will provide feedback on up to 3 polished versions of the logo)
  • Revisions are to be sent in list form via email. Once a list of revisions has been sent by Party A to Party B, that is considered one revision. After 3, any extra revisions will require the submission of a new quote and agreement. 
• Full Design Phase (in which Party B will provide full color, refined logos in context) 

COMPENSATION

Item	Cost	Date Due
Deposit	$150	August 12, 2016
Final payment	$150	Upon delivery of files

Payment Fees and Terms

A daily service fee of 2% of the total cost of the invoice is payable on all overdue balances. 7 days from the due date of the invoice, if the invoice and associated fee has not been paid, the project will be suspended. Party B may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.

Refunds will not be issued, even if Party A chooses to remove items from the SOW, once the contract has been signed. 

Party B is responsible for sending payment invoices at least 3 business days prior to the due date. Cash, checks, or money orders will not be accepted. If Party A is outside of the United States of America, other arrangements can be made.

PRIVACY AND OWNERSHIP

Party B reserves the right to use any part of this project, completed or not, delivered or not, in their marketing efforts, social media, and portfolio. If the project is terminated by any party, Party B must change the business name on the project when used in marketing efforts, social media, or portfolios.

Any part of this project that contains Party A’s pre-existing intellectual property is open to being modified, adapted, displayed, or replicated for Party A’s site exclusively.

Phone calls to discuss revisions may be recorded to be referenced by Party B. These recordings will not be transcribed or shared with anyone except Party A and Party B without expressed permission from Party A. By signing this contract, Party A agrees to these recordings.

Unless delivery and transfer of ownership is being withheld due to overdue invoices, following launch, Party A is in full possession and ownership of the logo design in all it’s variations.

In perpetuity, Party B reserves the right to use the logo design to promote their own services. Both Party B and Party A will retain ownership of all pre-existing intellectual properties. Nothing 

Party B agrees to make reasonable effort to maintain contact/communication and schedule meetings on Mondays, Tuesdays, Wednesdays and Thursdays between the hours of 10am EST and 3pm EST with the following exceptions:

• The 1st of the month (should it fall on a weekday)
• The first Monday of the month (should the 1st of the month fall on a Saturday or Sunday)
• American national and bank holidays 

Party A agrees to make reasonable effort to maintain contact/communication and schedule meetings on the following days:

TERMINATION

Party B reserves the right to suspend work on the project in writing if:

1. Party A is entirely unresponsive (by phone or email) for 3 or more business days without prior clarification/communication regarding this project. 
2. Party A is more than 5 business days late in supplying revisions, content or any other part of the project.
3. Party A expresses physical, verbal, emotional or mental abuse in any way toward Party B.
4. Party B feels they are being asked to perform services outside the scope of this project, including but not limited to unethical or amoral activities. 
5. Party A, in any way, breaks the agreements outlined in this contract. 
6. Within 14 days of contract being signed, Party A expresses behaviors, actions, or intentions that may jeopardize the success of the project. 

There will be a $200 fee to reinstate a suspended project. Party B reserves the right to refuse to reinstate the project. 

Party A reserves the right to terminate the project in writing for any reason. If Party A chooses to terminate 30 days after the signing of the contract, the balance of the project will be due immediately unless the reason for termination aligns with any item below. Party B is not required to supply Party A with any part of the project, finished or otherwise, if termination is requested. 

1. Party B is unresponsive (by phone or email) for 3 or more business days without prior clarification/communication regarding this project. 
2. Party B is more than 7 business days late in meeting any deadline that is part of the scope of the project. 
3. Party B expresses physical, verbal, emotional or mental abuse in any way toward Party A.
4. Party A feels they are being asked to perform services outside the scope of this project, including but not limited to unethical or amoral activities. 
5. Party B, in any way, breaks the agreements outlined in this contract. 

WAIVER CLAUSE

Neither party’s failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party’s rights. A waiver or extension is only effective if it is in writing and signed by the party granting it. A party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

LIABILITY 

In no way is Party A guaranteed website traffic, sales, conversions, or any other measurable results as a product of this project. 

Neither Party shall be liable for any failure to perform under this Contract when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, prolonged shortage of energy, or Acts of God.  In the event of such delay the date of delivery or time for completion will be extended by a period of time reasonably necessary by both Party B and Party A. If the delay remains in effect for a period in excess of thirty days, Party A may terminate this Contract immediately,  upon written notice to Party B.

Party B agrees not to use any stolen, illegal, or dangerous resources or materials in the completion of this project. Party A is free of liability in the instance that Party B does not meet the requirements of any third party licenses. 

Party B agrees that all services and deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights.

The parties will make a good-faith effort to settle by mutual agreement any dispute that may arise. This will not prevent either Party from seeking injunctive relief as it decides is necessary to protect its own interests. 

At no point during or after the project is Party B responsible for work or changes done by a third party, including but not limited to other freelancers, subcontractors, companies, agencies or corporations. If Party A chooses to hire a third party, Party A is purely responsible for the quality, management, and completion of that work and affect it has on the work done by Party B.

Nothing contained in this Contract shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between Party B and Party A. Both Parties agree that Party B is, and at all times during this Contract shall remain, an independent contractor.

Party B will make a good-faith effort to ensure that the logo complies with all WCAG requirements for accessibility. Party B cannot be held liable in the event that Party A refuses an optimization that does not comply with WCAG guidelines, changes the site in a way that does not comply with WCAG, or brings in a third party to make changes that are not WCAG compliant.

JURISDICTION

This Contract will be construed and enforced in accordance with the laws of the State of North Carolina, excluding its choice of law rules. Party B agrees it has all necessary permits and is authorized to do business in all jurisdictions where services are to be performed. Party B will comply with all applicable federal and other jurisdictional laws in performing the SOW. Party B has all rights to enter into this Contract and there are no impediments to Party B’s execution of this Contract or Party B’s performance of Service.

SIGNATURES 

By signing below, both parties confirm they have read, in full, and agree to, all inclusive sections of the aforementioned document. By their respective signatures below, both parties have caused the contract to be duly executed and effective as of the Dates specified below and nullified any other agreements regards to this project that have previously been discussed or exchanged.