2.5 Sample Contract 2008:2.5 Sample Contract 2008

Sample Contract

Sample Contract for Graphic Designers

Professional Practice

Series #3

Society of

Graphic Designers of Canada

Société des

designers graphiques du Canada

Background to this Project

These Standard Terms & Conditions are the result a long and tedious

process, which has benefited from the efforts, contributions, and input

of various individuals and organisations.

This project initially grew out of workshops held by the Manitoba

Chapter of the GDC at which a draft “sample contract” was compiled

which incorporated the issues, concerns, and best practice of several

dozen designer and client participants. This draft was subsequently

reviewed by a prominent copyright lawyer, leading to further

development, consolidation and refinement. Finally, the revised draft

was reviewed and edited by a litigation lawyer. In the process of

developing these Standard Terms & Conditions, we have drawn from

precedent documents used effectively for several decades by

established design offices, and have researched parallel documents

from sister organisations in England, the USA, Germany, and

Switzerland as well as guide documents from the International

Council of Graphic Design Associations (Icograda). These Standard

Terms and Conditions have been compiled by Robert L. Peters

FGDC

Legal fees were jointly donated by Circle Design Incorporated and

GDC Manitoba.

This document has been written to be understandable and to be

as “friendly” as possible, while clearly spelling out and protecting the

rights of both contracting parties. In the opinion of several lawyers

who have reviewed these Standard Terms & Conditions, this is

a solid boilerplate document. Like most things in life, however, this

document will no doubt benefit from ongoing review, refinement,

and improvement. To this end, please address comments and

suggestions to:

Robert L. Peters

FGDC

c/o Circle Design Incorporated

200–72 Princess Street

Winnipeg, MB R3B 1G4

F: 204.943.9483

E: [email protected]

Electronic versions of this document are available

to GDC Members in good standing through the National

Secretariat or in the members only area of www.gdc.net

in PDF and Quark 4.1 file formats.

Standard Terms & Conditions

This document has been developed for the Society of Graphic

Designers of Canada (GDC), forming a boilerplate for a Pro Forma

Agreement between the Designer and the Client. This document

is provided for the exclusive use of Members in good standing of

the GDC.

Why Develop Standard Terms & Conditions?

The GDC’s goal in developing and disseminating these Standard

Terms and Conditions is to assist graphic designers in improving the

effectiveness of their contractual documents—benefiting both

individual designers, as well as the graphic design profession. It will

prove useful to freelance designers, to design offices, and to schools

wishing to enhance their teaching of professional practice in the

area of graphic design.

Good Fences Make Good Neighbours

A contract is an agreement. A fundamental tool of business, an

agreement is simply a promise or a set of promises which the law can

enforce. An agreement comes into existence by one party making an

offer, and by another party accepting the offer. A written agreement is

obviously better than an oral agreement, because it is more

enforceable. The best time to enter into an agreement is at the

beginning of a project when both parties are getting along (and when

it may seem that a written agreement may not be necessary). Usually,

a good agreement between a Designer and a Client will act in a

preemptive manner, and through the formal commitment between the

two parties, both will feel a sense of obligation which may help avoid

many of the potential problems and pitfalls that can arise during the

course of a design project. In the same way that “good fences make

good neighbours,” good agreements make good Clients, or at least

make Clients be good.

Recommendations on Using These

Standard Terms & Conditions

• Read these Standard Terms & Conditions carefully, and make sure

that you understand them and the implications to both you and your

Client of subscribing to them.

• Be aware of liability that you as the Designer take on by the

conditions you agree to, for example, under the clause “Warranty,”

where the Client is assured that the Designer’s work is original.

• Discuss your project estimate and negotiate specific details with the

Client before preparing a detailed written agreement which includes

these Standard Terms & Conditions—this allows the Client to

concentrate on the main project criteria and parameters before getting

“bogged down” in the detail of these Standard Terms and Conditions.

• Do not use these Standard Terms & Conditions for complex

or long-term projects. For example, projects involving retainer-based

relationships, payment of royalties, multimedia, etc. may require a

lengthier customised agreement.

• Although these Standard Terms & Conditions have been carefully

researched and compiled, they are not a replacement for legal

counsel. Have your lawyer review your agreements.

• These Standard Terms & Conditions are just that—a standard.

You can customise or modify this in any way you choose to suit the

individual needs or requirements of the contracting Designer or Client.

Again, you are advised to consult a lawyer with regard to modification

of these Standard Terms & Conditions.

• Besides serving their primary purpose as the boilerplate for

simple but effective proposal/ agreements, these Standard Terms &

Conditions may be used in several other ways: as a stand-alone

document for reference; as a starting point for negotiation; and as a

basis for more complex, customised agreements.

Written Agreements Using These

Standard Terms & Conditions

When the Client and the Designer are ready to enter into an

agreement (usually after the design services, fees, schedule, use and

rights, etc. have been discussed) the Designer can draw up an

Agreement on letterhead, attaching the Standard Terms and

Conditions. The Designer and the Client should each sign two copies

of the document (if possible in each other’s presence) with each party

receiving a fully executed copy.

Refer to the Sample Agreement.

Alternatively, the Designer may draft a written Proposal describing the

work to be performed, fees, etc. with attached Standard Terms &

Conditions, and may ask for written acceptance of this Proposal by the

Client. Either way constitutes a written agreement between the Client

and the Designer.

When text for the Standard Terms & Conditions is incorporated into

a written Agreement (usually on the Designer’s letterhead) it must, at

a minimum, include the following elements:

• Proper legal names and addresses of both Designer and Client

• The date

• Name of the project

•

Services*

(a description of work to be performed, project stages,

the number of presentations that are included, the type of artwork,

Designer responsibilities, etc.)

• Client Responsibilities (a list of what the Client is to provide, or is

responsible for)

•

Use and Rights*

(a description of specific usage limitations, for

example: for a limited period of time, in certain media only, in a certain

geographic area only, etc. and a description of what the Client will

receive or own in the way of tangibles, for example: reflective/camera

ready art and negatives only, editable digital files, etc., and a clear

description of whether these rights and tangibles are being assigned

[sold] or licensed [leased] to the Client, etc. Note that it is important to

spell out clearly here what the Client is to receive—if not specified,

the boilerplate in the section “Copyright and Ownership” indicates that

the Designer retains all rights and all tangible materials. Most Clients

of course will not agree to this—it is important that the Client’s needs

are met, and this will vary with each Client and project type. For

example, a Client will almost always want master artwork and digital

files for a new logo, but will likely not insist on receiving digital files

for an annual report or corporate publication. Specific use and rights

need to be discussed and negotiated at the outset of a project and

stated here in order to avoid problems.)

• A time schedule for the project

•

Fees*

(a description of fees for the work described under

“Services,” what taxes are additional or included, set stages in the

project at which fees will be billed [if applicable], etc.)

•

Expenses*

(an estimate and description of expected out-of-pocket

expenses and disbursements, a specific percentage surcharge which

will be applied to cover account handling and supervision (e.g.20%),

and what taxes are additional or included)

•

Terms of Payment*

(a description of the advance required at the

start of the project, further specific terms of payment, etc.)

• A statement of agreement between the two contracting parties

which includes the legal names of both parties, the project name, a

statement that reads “For due remuneration as detailed in this

agreement, the Designer will provide services to the Client as set out

herein. This agreement forms a part of and is subject to the Standard

Terms & Conditions attached.”, and space for the date of signing

and the authorised signatures of both parties.

* These elements are referred to specifically in the boilerplate

Standard Terms & Conditions, and must appear in a written

Agreement which incorporates or refers to the Standard Terms &

Conditions. These elements should not be renamed unless the

boilerplate is edited to reflect such renaming.

In addition to these basic elements, the Agreement could include

any additional information the Designer desires such as background

information, design criteria, an outline of project procedure, a list

of services to be performed by third parties under the supervision of

the Designer, etc., etc..

Text for the Standard Terms & Conditions can be formatted as part

of the Designer’s agreement template (by capturing the keystrokes of

the Standard Terms & Conditions document below), or by copying

the two page Standard Terms & Conditions pre-formatted document

onto letterhead.

Refer to the Standard Terms & Conditions.

Okay, after all that preamble, following is the Sample Agreement and

Standard Terms & Conditions.

Sample Agreement

(attach to Standard Terms

& Conditions)

1/7

Good Design Incorporated

987 Any Street

Any City, Any Province

Canada, X7Y 8Z9

Tel. 987.654.3210

Fax 987.654.0123

E-mail [email protected]

1 January 2008

ABC-1234

Jane Doe

ABC Company Ltd.

123 Any Street

Any City, Any Province

A1B 2C3

Dear Ms. Doe,

Re: Design of Graphic Identity, Signage Graphics and Packaging

Enclosed please find two copies of our proposal/agreement outlining the design services as discussed at our

initial meeting on Tuesday, December 21 and as per our estimate of 2 January 2008.

Please review, sign and return the two enclosed documents to Good Design along with a cheque for the

deposit. We will then countersign the agreements and return your copy and a receipt to you for your records.

Please call John Hancock, our client services director, or myself if you have any questions.

We look forward to working with you in developing an effective, cohesive graphic identity for ABC

Company Ltd.

Sincerely,

John Henry

MGDC

Design Director

enclosure

sent by courier

Sample Agreement

2/7

Good Design Incorporated

987 Any Street

Any City, Any Province

Canada, X7Y 8Z9

Tel. 987.654.3210

Fax 987.654.0123

E-mail [email protected]

PROPOSAL/AGREEMENT

This proposal is subject to

amendment or withdrawal at any

time prior to signing of agreement,

or acceptance of proposal in

writing, by the Client.

The Client and the Designer each

retains a copy for reference.

September 17, 1998

ABC-1234

Jane Doe

ABC Company Ltd.

123 Any Street

Any City, Any Province

A1B 2C3

Dear Ms. Doe,

Re: Design of Graphic Identity, Signage Graphics and Packaging

Background

ABC Company Ltd. has been in the retail whatever business for 11 years, operating out of its current location

on 123 Any Street in Any City. The business is now relocating to a European-style village mall in nearby

Generic Square. ABC Company Ltd. is an independent family run whatever business that prides itself in

delivering a quality service and offering a good selection of merchandise to its customers. The business has

a well established and loyal clientele, and is held in high regard by its peers in the whatever field.

ABC Company Ltd. wishes to develop a new graphic identity to coincide with its move to new premises, to

apply this new identity consistently to all of its visual representations, and to strengthen its visibility and retail

presence in Any City.To this end, ABC Company Ltd. is seeking the services of a graphic design firm, and in

response, Good Design Incorporated (the Designer) has prepared this proposal to provide design services to

ABC Company Ltd. (the Client).

Services

Based on initial meetings and a preliminary assessment of existing materials used by the Client, the

Designer proposes to perform the following design services:

Phase 1 – Graphic Identity

• design of a distinctive graphic identity (logotype)

• creation of digital masters and master reflective artwork for the logotype

• development of basic standards for the graphic identity

• design of core stationery (business card, letterhead and envelopes)

Phase 2 – Signage Graphics

• design of graphics for three exterior sign panels for existing fixtures incorporating the new graphic identity

(two facade signs and a double panel on Generic Square’s free standing pylon sign)

Phase 3 – Packaging

• application of the graphic identity to four gift boxes and a cloth gift bag

• application of the identity to paper and plastic merchandise bags

Sample Agreement

3/7

Good Design Incorporated

987 Any Street

Any City, Any Province

Canada, X7Y 8Z9

Tel. 987.654.3210

Fax 987.654.0123

E-mail [email protected]

Project Procedure

• Initial briefing by the Client.

• Analysis and assessment.

• Preparation of design criteria.

• Ideation and concept development.

• Layout of individual items.

• Presentation of mockups to Client for review and approval.

• Preparation of production specifications and mechanicals or electronic files.

• Preparation of final proofs, for approval by Client.

• Supplier sourcing, liaison and tendering.

• Production supervision.

Client to Provide

• Thorough briefing at the outset of the project.

• Appointment of a sole representative authorised to provide information, act on behalf of the Client, and

provide approvals.

• Supply of precedent materials and information on competitors, for reference.

• Specific information and plans re: signage and packaging.

• Timely input and approval as necessary.

Use and Rights

Upon payment in full of all fees and disbursements the Designer shall grant the Client unlimited reproduction

rights for all approved final designs and shall transfer ownership of camera-ready artwork, mechanicals,

negatives and reproduction specifications to the Client. Other than digital masters for the logotype and

stationery templates (which will be supplied to the Client in a suitable digital file format), all computer disks,

electronic files, software documents, fonts, and digital materials generated by the Designer in the course of

this project, and copyright pertaining to same, remain the property of the Designer.

Time Schedule

A schedule compatible with the Client’s timing requirements will be established at the outset of the project,

with project commencement contingent upon prompt acceptance of this proposal, and with anticipated

completion before the end of October, 1997. All dates and time schedules are contingent upon prompt

project commencement and timely Client input as required.

Fees

Fees are for work to be carried out and materials to be created as set out in this agreement as to Services:

Phase 1: $ 8,600

Phase 2: $ 2,400

Phase 3: $ 3,000

Fee Total: $ 14,000

Sales taxes (GST@ 5% and PST@ 7%) are additional, as applicable. Fees are based on estimates of

designer hours at prevailing studio rates. Design services beyond those outlined in this proposal are

available if/as required, and will be charged for at prevailing studio rates.

Sample Agreement

4/7

Good Design Incorporated

987 Any Street

Any City, Any Province

Canada, X7Y 8Z9

Tel. 987.654.3210

Fax 987.654.0123

E-mail [email protected]

Expenses

The Client shall reimburse the Designer for all expenditures incurred by the Designer

with respect to this project. Disbursements and out-of-pocket expenses are billed at cost plus a percentage

surcharge of 20% for account handling and supervision. Please allow an estimated amount of $500 for

disbursements such as typography, disk output, proofs, studio materials, and couriers. Sales taxes (GST@

7% and PST@ 7%) are additional,

as applicable.

Terms of Payment

An advance of $8,265 against the total payable is required at project commencement, representing 1/2 of

the estimated total of fees, expenses and taxes ($7,000 fees. + $250 expenses + $507.50 GST + $507.50

PST= $8,265). The balance of fees are due upon receipt of invoice issued monthly for services rendered to

date, and upon completion of the project.

Implementation

The Designer’s services do not include implementation or third party contracts for services such as printing,

packaging production, or sign fabrication and erection.

Agreement made as of ___________________________________, 2008

between ABC Company Ltd., (herein referred to as the Client)

and Good Design Incorporated (herein referred to as the Designer)

concerning this project referred to as:

Design of Graphic Identity, Signage Graphics and Packaging

For due remuneration as detailed in this agreement, the Designer will provide services to the Client as set

out herein. This agreement forms a part of and is subject to the standard terms and conditions attached.

ABC Company Ltd.,

per: __________________________________________________________

Good Design Incorporated,

per: __________________________________________________________

Standard Terms & Conditions

(attach to Sample Agreement)

5/7

Good Design Incorporated

987 Any Street

Any City, Any Province

Canada, X7Y 8Z9

Tel. 987.654.3210

Fax 987.654.0123

E-mail [email protected]

Standard Terms & Conditions

These standard terms and conditions are in accordance

with the recognised and standard practices of the graphic

design profession, and provide the basis for an efficacious

working relationship between the Designer and the Client,

and form an integral part of the agreement between the

Designer and the Client.

Professional Standing

• The Designer subscribes to and abides by the code of

ethics and professional standards of the Society of Graphic

Designers of Canada.

• The Designer reserves the right to refuse any project or part

thereof connected with activities or practices which the

Designer may deem to be detrimental to the general public,

to the environment, or to the reputation of the Designer or

the Society.

Use of Work

• The work carried out and materials created during the

course of this project shall not be used for any purpose

other than that which is set out in the agreement as to Use

and Rights without prior approval of the Designer.

• In no circumstances may work in rough form be used or

published by the Client as finished work or be used as a

basis for completion by others, without the prior written

consent of the Designer.

• Unless otherwise stated herein, all services provided and

materials created in the course of this project by the

Designer shall be for the exclusive use and benefit of the

Client, other than for the promotional use of the Designer.

• The Designer is the first owner of all work or materials

created during the course of this project. Copyright and

other intellectual property rights, and all drawings, mockups,

models, artwork, specifications, computer disks, electronic

files, software documents and all other tangible materials,

including preliminary concepts, accepted or rejected

elements, works in progress, and finished materials which

have been created or furnished by the Designer during the

course of this project shall remain the exclusive property of

the Designer unless otherwise specifically assigned in

writing.

• As set out in the agreement as to Use and Rights and upon

payment in full of all fees and disbursements, the Client is

entitled to these specific usage rights for the purpose of

reproduction of approved final designs, after which all

materials shall be returned, unaltered, to the Designer within

30 days of use.

• Unless otherwise stated, the Designer retains the moral

rights to all work created in the course of this project.

• All intellectual property rights and materials shall remain the

property of the Designer, whether assigned or not, until all

the Designer’s invoices are paid in full.

• If the Client wishes to make additional use of the materials

or ideas obtained therefrom, the Client agrees to seek

permission from the Designer and to make such further

payments as are agreed to by both parties at that time.

• Rejected designs shall remain the exclusive property of the

Designer.

• The Designer retains all rights for use of the work or

materials created in the course of this project in any new

media or mediums which may emerge in the future.

• Where copyright or other intellectual property rights are

acquired by the Client, the Designer shall, when requested,

assist in the application for design and copyright

registration. The costs of such assistance and action shall

be borne solely by the Client.

Conditions of Engagement

• Fee quotations and proposals are subject to amendment or

withdrawal by the Designer at any time prior to the signing

of an agreement between the Client and the Designer.

• A signed agreement or other written confirmation of contract

is required prior to the start of the project.

• The Client and the Designer each represent that they have

full power and authority to enter into this agreement and that

this agreement is binding upon the Client and Designer and

enforceable in accordance with its terms.

• This agreement represents the entire agreement between

the Client and the Designer, and may only be changed or

modified in writing and with the approval of both parties.

• Neither the Client nor the Designer may assign or transfer

their interest in this agreement without the written consent of

the other.

• This agreement shall be binding upon both parties and their

heirs, successors, personal representatives, and assigns.

• The waiver of a breach of any of the provisions of this

agreement shall not be construed as a continuing waiver of

other breaches or other provisions hereof.

• Schedules or time estimates are subject to change upon

notification in writing by either party.

• Unless otherwise stated, the amount of written notice to be

given by either party shall be two weeks.

Confidentiality

• The Client agrees to provide any and all information having

direct bearing on the successful outcome of the project, and

to inform the Designer in writing of any portion of the project

which is confidential.

• The Designer agrees to treat such information as

confidential.

Standard Terms & Conditions

(attach to Sample Agreement)

6/7

Good Design Incorporated

987 Any Street

Any City, Any Province

Canada, X7Y 8Z9

Tel. 987.654.3210

Fax 987.654.0123

E-mail [email protected]

Compensation

• The Client shall pay the Designer an advance against the

total fees payable as set out in the agreement as to Fees

and Terms of Payment. This advance shall be applied to

services as performed from the outset of the project until

such time as services performed exceed the advance

amount, at which point the Client will be invoiced for

services rendered to date.

• The Client shall pay the remainder of the fees upon receipt

of invoice, net 30 days on approved credit. Thereafter

interest will be charged on overdue accounts at a rate of 2%

per month.

• When a project is longer than 30 days, invoices shall be

issued monthly for services rendered to date, or at set

stages in the project as set out in the agreement as to Fees.

Disbursements

• The Client shall reimburse the Designer for all out-of-pocket

expenses and disbursements incurred by the Designer in

the course of this project as set out in the agreement as to

Expenses. These expenses shall be billed at cost plus a

percentage surcharge for account handling and supervision

as indicated.

• Typical out-of-pocket expenses include, but are not limited

to: typography; photostats and copies; presentation and

artwork materials; digital proofs; digital file conversions; fax,

modem and long-distance telephone charges; couriers,

postage and shipping; and travel.

• Estimates for reimbursable expenses are for planning and

budgeting purposes only. The Designer shall strive to work

within stated budgets, but is not liable if expenses exceed

estimates as a result of changes to the project’s

parameters.

• Upon the Client’s request at the start of the project, records

of all expenses shall be retained by the Designer and shall

be made available to the Client for review upon completion

of the project.

Third-Party Contracts

• The Designer may act on behalf of the Client to contract

with other individuals or companies, to provide additional

services such as, but not limited to writing, photography,

illustration, pre-press services, printing, fabrication,

programming, or manufacturing. The Client agrees to be

bound by any terms and conditions of such contracts,

including credits and usage rights, with respect to

reproduction of the materials that may be claimed by these

third parties.

Rushed or Prolonged Work

• Any work required in advance of an agreed schedule or

timetable, any shortening of the contract period, or

additional fees and expenses incurred during a project due

to Client delays or extensions shall be charged and paid for

at an additional rate agreed to in advance, or, failing

agreement, at a reasonable rate to be determined at the

discretion of the Designer.

Materials Provided by the Client

• The Client shall provide accurate and complete information

and materials to the Designer, and guarantees and warrants

that all materials are owned by the Client or that the Client

has all necessary rights, including copyright and waiver of

moral rights in such materials, to permit the Designer to use

them for the project.

• All copy, photographs, artwork and other source materials

submitted by the Client shall be of professional quality and

in a form suitable for reproduction without further

preparation or alteration. An additional charge may be made

when materials are submitted by the Client in such a form

which prevents them from being readily utilised.

• Copy provided by the Client on disk or as electronic files

shall be readily usable. If the Client has specific

requirements for how electronic files are to be prepared, the

Client shall inform the Designer of same at the outset of the

project.

• The Designer shall return all materials provided by the

Client within 30 days after project completion and payment

of all invoices.

Client Approval

• The Client shall appoint a sole representative with full

authority to provide necessary information required by the

Designer and to provide reasonable approvals.

• The Client shall proofread and approve all elements of final

designs. Approval must be provided before production can

continue. Corrections, if required, shall be identified on

proofs, artwork, facsimiles, or drawings and are to be

returned to the Designers marked “O.K.” or “O.K. with

correction,” with the name or initials of the individual duly

authorised to pass on same. If a copy of the revisions is

required, a request must be made when the above

mentioned articles are returned to the Designer.

Production

• On all work where the Client assumes responsibility for

production, printed proofs, cutting copies, prototypes and

shop models must be approved by the Designer prior to

use. The Designer shall be available at reasonable times to

provide advice during the production period and for approval

of minor modifications of the project which may be required.

• When the Designer is engaged in a supervisory capacity

and assumes responsibility for production on behalf of the

Client, the Client agrees to abide by decisions made by the

Designer.

• When the Designer assumes responsibility for production,

both the Designer and the Client shall be governed by

recognised trade standards and customs.

Standard Terms & Conditions

(attach to Sample Agreement)

7/7

Good Design Incorporated

987 Any Street

Any City, Any Province

Canada, X7Y 8Z9

Tel. 987.654.3210

Fax 987.654.0123

E-mail [email protected]

Revisions and Additions

• Any revisions, additions, or alterations to the project

modifying the terms of the agreement as the Services to be

performed and not included in any fee specified, shall be

billed as additional services. Such additional services shall

include, but shall not be limited to, changes in the extent of

work, changes in the complexity of any elements of the

project, and any changes made after approval has been

given for a specific stage of design, documentation, or

preparation of artwork.

• The Designer shall keep the Client informed of additional

services that are required, and shall request the Client’s

approval for any additional services which cause the total

fees to exceed the fixed or estimated fees set forth in this

agreement.

Storage and Access

• The Designer shall retain and store all final electronic files,

finished artwork, drawings, and specifications for which

specific reproduction rights have been granted, for a

minimum period of 12 months after completion of the

project. Upon expiration of this period, all such materials

may be destroyed by the Designer, upon reasonable

notification to the Client. The Designer is not responsible for

information or materials lost or destroyed due to disk failure

or other unforeseeable hazards.

• The Client shall have reasonable access to all stored

materials for the purpose of review, and shall pay the

Designer a reasonable fee for de-archiving or retrieving

materials, should expenses be incurred.

Modifications

• No modifications or alterations to any designs or other work

created by the Designer shall be made without written

consent of the Designer. In the event that reprints are

required, these shall not differ in any way from the originals

supplied without the written consent of the Designer. Any

modifications or alterations shall be carried out by or under

the supervision of the Designer and shall be paid at a rate

agreed to by both parties in advance.

Design Credits

• The Designer shall be entitled to claim authorship of a

design, and a published or manufactured work shall bear a

credit to the Designer at the discretion of the Designer. The

Designer’s consent in writing shall be obtained before the

Designer’s name is reproduced in any finished product or

otherwise published by the Client.

Samples and Copies

• The Client shall provide the Designer with a reasonable

number of samples, specimens, or photographs of each

printed or manufactured design. These samples shall

represent the highest quality of work produced.

• The designer shall have the right to use samples and make

copies for publication, exhibition or other promotional

purposes.

Warranty

• The Designer warrants that the work provided to the Client

by the Designer is original. The Designer agrees to

indemnify the Client in the event of any claim based on the

breach of this warranty.

Liability

• The Designer is not responsible for errors or omissions in

any work produced as per the Client’s “O.K.”. No financial

responsibility is assumed by the Designer for errors or

damages resulting from such errors.

• The Client will indemnify, defend, and save harmless the

Designer against any claim, damages and expense, actions

or causes of action arising from or prompted by the use of

any material supplied to the Designer by the Client or its

agents.

• All property belonging to the Client or its agents which is

handled and stored by the Designer shall be done so at the

Client’s own risk.

• The Designer is not responsible for delays in delivery

caused by acts of God, strikes, fires, floods or any other

similar circumstances beyond the Designer’s control.

Arbitration

• Either party may request that any dispute arising out of this

agreement may be submitted to binding arbitration before a

mutually agreed upon arbitrator. The arbitrator’s decision or

award shall be final.

Termination

• This agreement shall be terminated if either the Client or the

Designer commits a breach and fails to remedy the breach

within 14 days of receiving written notification from the other

party specifying the breach and requiring its remedy.

• On termination or postponement of this project, or any part

of it, for any reason, the Client shall pay the Designer for the

work completed to date, together with all expenses incurred.

Any advance of fees will be credited against the amount

due.

• In the event of termination, the Designer shall retain the

included the assignment of the copyright.

Applicable Law

• This agreement and all terms and conditions shall be

governed and construed in accordance with the laws of

Canada and the laws of the province of the Designer’s

principal place of business.

This document has been written to be understandable and to be

as “friendly” as possible, while clearly spelling out and protecting the

rights of both contracting parties. In the opinion of several lawyers

who have reviewed these Standard Terms & Conditions, this is

a solid boilerplate document. Like most things in life, however, this

document will no doubt benefit from ongoing review, refinement,

and improvement. To this end, please address comments and

suggestions to:

Robert L. Peters

FGDC

c/o Circle Design Incorporated

200–72 Princess Street

Winnipeg, MB R3B 1G4

F: 204.943.9483

E: [email protected]

Electronic versions of this document are available to GDC Members in

good standing through the National Secretariat or in the members only

area of www.gdc.net in PDF and Quark 4.1 file formats.

Formatted: January 2008

Society of

Graphic Designers of Canada

National Secretariat

Société des

designers graphiques du Canada

Secrétariat national

Arts Court, 2 Daly Avenue

Ottawa, ON K1N 6E2 Canada

www.gdc.net

Infoline: 613.567.5400 or 1.877.496.4453

Fax: 613.564.4428

E-mail: [email protected]