Design Agreement

Chris McLloyd​ (“Client”) is hiring Issa Minkah (“Graphic Designer”) to do graphic design work. The following sets forth the agreement between these two parties and binds them both.

Scope of Work

Freelancer will do the following for Client (the “Scope of Work”): A custom designed Company Logo with accompanying Brand Elements including: Exact HEX Color details, suggested patterns and shapes to use with the logo.

Freelancer may decline, or charge additionally for, work that Freelancer reasonably deems to be beyond this scope. The final deadline for completing the above work is 2019-03-09

Ownership of the Work

Freelancer grants Client a license to use the work developed under this agreement only as follows:

Unlimited

This license is: Exclusive

This license is fully paid up and royalty-free. Its duration is: Perpetual and irrevocable except as provided in the “Termination” section below.

This agreement does not give access of the Freelancer’s source/native design files to the client.

Payment

Client will pay Freelancer a flat fee of $150, which includes up to 3 rounds of revisions, provided that such revisions do not exceed the Scope of Work above.

Of Freelancer’s fee, $75 is due at the signing of this agreement.

Freelancer will be solely responsible for Freelancer’s expenses in connection with this agreement.

Upon completion of the work, Freelancer will invoice Client for any amount due. Payment is due on the invoice date, or as specified in the invoice. Any amount not received by its due date will collect interest at 0% per month, or the legally allowable maximum if this amount exceeds it.

Confidential Information

Any information supplied by one party to the other marked as “Confidential” must be used only for the purposes of this agreement and must not be disclosed to other parties without the discloser’s written consent. This does not apply to information that is publicly available or that the recipient already properly knew, developed or received independently. When the agreement terminates, Freelancer must return to Client any materials containing confidential information. Confidentiality obligations survive termination of this agreement.

Independent Contractor Relationship

Freelancer is an independent contractor, not an employee or partner of Client. Freelancer is solely responsible for all taxes, withholdings, insurance, and any other obligations that may apply to an independent contractor. LIMITED WARRANTY FREELANCER WARRANTS THAT NO OBLIGATION TO A THIRD PARTY PROHIBITS FREELANCER FROM ENTERING INTO THIS AGREEMENT, AND THAT TO FREELANCER’S KNOWLEDGE, WORK PRODUCED UNDER THIS AGREEMENT WILL NOT VIOLATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. LIMITATION OF LIABILITY UNLESS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO THE AMOUNT OF FREELANCER’S TOTAL FEES UNDER THIS AGREEMENT.

Termination

If either party materially breaches this agreement, the non-breaching party may terminate the agreement only by providing written notice of the breach to the breaching party. The breaching party shall have 5 days to cure the breach after receiving such notice. If the breaching party fails to cure the breach in that time, the agreement shall terminate except with respect to those obligations that are noted herein as surviving termination. If the agreement terminates for any reason other than a material uncured breach by Freelancer, then Freelancer is immediately entitled to any unpaid fees prorated for the portion of the work completed at the time of termination

The above payment obligation, and any payment obligations pending at termination, survive termination. Upon termination, any license Client has to the work is immediately revoked.

Miscellaneous

This agreement is between Client and Freelancer, and neither is allowed to delegate, transfer or assign it to a third party without the written consent of the other. This is the parties’ entire agreement on this matter, superseding all previous negotiations or agreements. It can only be changed by mutual written consent. The laws of the state of North Carolina govern this agreement and any disputes arising from it must be handled exclusively in courts in the same state. The prevailing party in any dispute will be entitled to recover reasonable costs and attorneys’ fees.

The client’s initial payment will serve as agreement to the terms and will have the same effect as signing an original.