Design Contracts - Web Design

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Design Contracts for Freelance Web Designers Jacob C. Myers - 2012 Introduction To Form Documents This guide contains form and example documents essential to any web design business. The available documents are listed below. To Complete the Form: 1. Follow the instructions included in this pack. 2. Replace the bracketed placeholders ( [PLACEHOLDER] ) with your information. 3. Follow any instructions ( -- INSTRUCTION: included instruction. -- ) included in the form. 4. Use the example documents as a reference for creating your own document. 5. Print and Enjoy! List of Available Form Documents 1. Condensed Terms & Conditions: Where you need brevity and protection, use this condensed set of terms and conditions. Use with the Project Proposal. Condensed Terms & Conditions This set of Condensed Terms and Conditions is less comprehensive than the Full Terms & Conditions. Though this document covers the same basic areas, it only includes provisions that are essential to the designer. Instructions on using the Condensed Terms & Conditions Include these Condensed Terms and Conditions in your Project Proposal. Just fill in the [PLACEHOLDERS] and use. This sample contract focuses on the terms most important to freelance web designers. It is written with the most common web design project scenario in mind. 1. Getting Paid: Payment is due when you finish milestones stated in your Project Proposal and are payable some number of days after the client receives your invoice. You are also entitled to your expenses and any additional costs. Late payments get a 1.5% per month service charge, and any grant of copyright is conditioned on full payment. This is to encourage prompt payment. 2. Scope Creep: This document gives a process for dealing with changes in scope. Scope creep is less likely when clients know there is a process to follow to request more work. 3. Slow Clients: To avoid being held up by clients, this document provides a day-for-day extension on delivery dates for delays caused by clients not providing needed materials. Additionally, work product is automatically approved after a number of days of being sent to the client. An expiration clause is included to avoid your client from delaying the start of the project. If the client waits too long, they will need to request a new Project Proposal. This lets you adjust you prices and services offered based on your availability at the time the client actually accepts your proposal. 4. Copyright: Copyright is in favor of the designer. The client gets to use the website you create, but you retain the rights to it, including making alterations. Great effort was taken to make this contract as readable and understandable as possible while retaining all legal effect. Take care in reading this. document. Know what rights and obligations it requires. Condensed Terms & Conditions Template Form PROPOSAL The terms of this Agreement expires [DAYS] days after being submitted to Client. If this Agreement expires, Designer may modify the Agreement and resubmit it to Client. COMPENSATION Client agrees to pay Designer the fees listed in the Project Proposal, including all taxes. Client will pay Designer expenses, including but not limited to: (a) Incidental and out-of-pocket expenses at cost plus Designers standard markup of [PERCENT]; (b) Milage reimbursement, other than normal commuting, at [PRICE] per mile; (c)Travel expenses, other than normal commuting, but including airfare and rental vehicles, with client approval. Pricing in the Project Proposal includes only Designer fees. Any other costs, such as hosting, art licensing or photography, will be billed to Client. PAYMENT Payment is due when Designer completes each milestone as listed in the Work Plan and Milestones schedule, and Client accepts the Deliverables for that milestone. All invoices are payable within [DAYS] of receipt. Invoices shall list any expenses and additional costs as separate items. LATE PAYMENT A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable on all overdue balances. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges. CHANGES TO PROJECT SCOPE If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Designer a written Change Order describing the requested changes in detail. Within [DAYS] days of receiving a Change Order, Designer will respond with a statement proposing designers availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Designer will evaluate each Change Order at its standard rate and charges. Client will be billed on a time and materials basis at Designers hourly rate of [RATE] per hour. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Designer may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes. Client will have [DAYS] days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Designer will not be obligated to perform any services beyond those in the original Agreement. DELAYS Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables. Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics. EVALUATION AND ACCEPTANCE Client shall, within [DAYS] business days after receiving each Deliverable, notify Designer in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Designer shall, within [DAYS] business days of receiving Clients notification, correct and submit a revised Deliverable to Client. Client shall, within [DAYS] business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after [AMOUNT] corrections by Designer, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of this Agreement. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement. ACCREDITATION AND PROMOTION Designer shall be entitled to place accreditation, as a hyperlink, in the form, size and location as incorporated by Designer in the Deliverables on each page of the Final Deliverables. Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. CONFIDENTIAL INFORMATION All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure. RELATIONSHIP OF THE PARTIES Designer is an independent contractor. Designer shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Designer and the work product or Deliverables prepared by Designer shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement. REPRESENTATIONS AND WARRANTIES Client represents and warrants to Designer that to the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party. Designer represents and warranty to Client that to the best of Designer’s knowledge, the Deliverables will not violate the rights of any third parties. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, DESIGNER MAKES NO WARRANTIES WHATSOEVER. DESIGNER EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT. INDEMNIFICATION AND LIABILITY Client shall indemnify Designer from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in Deliverables at the request of the Client. THE SERVICES AND THE WORK PRODUCT OF DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF DESIGNER. IN NO EVENT SHALL DESIGNER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY DESIGNER, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TERM AND TERMINATION This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated. Either party may terminate this agreement at any time, on [DAYS] days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that [DAYS] day period. Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it. In the event of termination, Client shall pay Designer for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination. LICENSE Designer grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables. PRELIMINARY WORKS Designer retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Designer within thirty (30) days of completion of the Services. All Designer Tools are and shall remain the exclusive property of Designer. Designer grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project. SUPPORT SERVICES During the first [MONTHS] months following expiration of this Agreement, Designer shall provide up to [HOURS] hours of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at Designers standard rate. The services in the Warranty Period and do not include enhancements to the Project or other services outside the scope of the Proposal. ALTERATIONS Alteration of any Deliverable is prohibited without the express permission of Designer. Designer will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly. DISPUTE RESOLUTION Parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties. The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation. GENERAL Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party. This Agreement shall be governed by the law of [STATE]. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law. Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect. This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement. Example Project Proposal Including Condensed Terms & Conditions Project Proposal #00009, April 25, 2012 Designer Samus Samuelson Meat Packing Business Website Prepared For: April 25, 2012 Beaufort Brimley Owner Fancy Meats Co. 123 Fake St. Orange, CA 99999 Prepared By: Samus Samuelson 512 Main St. Brea, CA 99999 Tel: 555-123-7890 Fax: 555-123-7891 [email protected] Project Proposal #00009, April 25, 2012 Scope of Work I will develop a completely custom website for Fancy Meats Co. The goal of this website is to provide Fancy Meats Co. with an online presence and to provide current and prospective customer vital information about Fancy Meats Co. business operations. The website will be a 5 page website consisting of the following pages: Home, About, Contact, Services, Profile. The home page will have text and pictures about Fancy Meat Co. The about page will give a company history. The contact page will have a form allowing customers to send an email to Fancy Meat Co. The services page will list services. The profile page will have a photo and profile for each of Fancy Meat Co.s 12 employees. The design process consists of four (4) phases: Concept, Design, Technical, and Testing. In the concept phase, I begin work by outlining the basic flow and gathering text and images for the website. In the design phase I create digital artwork for the outlined webpages and integrate the images and text. In the technical phase I enable the website server, domains and add interactive functionality like forms and emails. In the testing phase, I check the entire website to make sire it is operating as expected. This website will work in all Grade-A browsers. It will not be designed to operate on mobile devices. On the following pages, you will find a more detailed description of the project phases, timeline, due dates, deliverables and fees. You will also find a set of terms and conditions. Project Proposal #00009, April 25, 2012 Work Plan & Milestones The table below outlines the work process phases, milestones, due dates, deliverables and fees needed to complete this project. This four phase process begins at the concept phase where everything is planned, then the design phase where look and feel (artwork) is produced, next is the technical phase where design is given life, and finally the testing phase where everything is thoroughly tested and reviewed. This process is designed to ensure project efficiency and your complete satisfaction. Concept Phase Milestone Work Begins Information Architecture Due Date When Received Week 1 Deliverables • Signed Contract • Site map • Info Layout Fee $1,245 $1,245 Design Phase Milestone Visual Design Week 2 Due Date Deliverables • Photoshop Design Template • Contact Form Design • Email Format • Design in html/css • Contact form in html/css • Email in plaintext and html Fee $1,245 HTML / CSS Template Week 3 $1,245 Technical Phase Milestone Hosting Server Programming Week 4 Week 5 Due Date Deliverables • Server Setup • Domain Name Setup • Form javascript and PHP Fee $1,245 $1,245 Test Phase Milestone Initial Test Week 6 Due Date Deliverables • Upload website to server with test credentials • Tested Interface • Tested form and email • Move site to live status Total: Fee $1,245 Site Launch Week 7 $1,245 $9,960 Project Proposal #00009, April 25, 2012 Detail Thank you for this opportunity. If you have any questions or concerns regarding this project proposal or included terms & conditions, please don't hesitate to call 555-123-7890. Concept Elements Description Consulting Research Site Outline Fee $1,100 $500 $900 Design Elements Description Site Template Design Contact Form Design Fee $2,200 $1,500 Technical Elements Description Server & Domain Setup Contact Form Functions HTML / CSS Development Subtotal: Tax: Total: Fee $750 $2,550 $1,460 $9,960 $0 $9,960 Project Proposal #00009, April 25, 2012 Terms & Conditions All information in this proposal is subject the the following terms and conditions: PROPOSAL The terms of this Agreement expires thirty (30) days after being submitted to Client. If this Agreement expires, Designer may modify the Agreement and resubmit it to Client. COMPENSATION Client agrees to pay Designer the fees listed in the Project Proposal, including all taxes. Client will pay Designer expenses, including but not limited to: (a) Incidental and out-of-pocket expenses at cost plus Designers standard markup of fifteen percent (15%); (b) Milage reimbursement, other than normal commuting, at fifty-five (0.55) cents per mile; (c)Travel expenses, other than normal commuting, but including airfare and rental vehicles, with client approval. Pricing in the Project Proposal includes only Designer fees. Any other costs, such as hosting, art licensing or photography, will be billed to Client. PAYMENT Payment is due when Designer completes each milestone as listed in the Work Plan and Milestones schedule, and Client accepts the Deliverables for that milestone. All invoices are payable within fifteen (15) of receipt. Invoices shall list any expenses and additional costs as separate items. LATE PAYMENT A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable on all overdue balances. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges. CHANGES TO PROJECT SCOPE If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Designer a written Change Order describing the requested changes in detail. Within ten (10) days of receiving a Change Order, Designer will respond with a statement proposing designers availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Designer will evaluate each Change Order at its standard rate and charges. Client will be billed on a time and materials basis at Designers hourly rate of sixty-five ($65) dollars per hour. Such charges shall be in addition to all other amount payable under this Agreement, despite any maximum budget, contract price or final price identified. Designer may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes. Client will have ten (10) days to respond in writing accepting or rejecting the new proposal. If Client rejects the proposal, Designer will not be obligated to perform any services beyond those in the original Agreement. DELAYS Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables. Any delay caused be conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics. EVALUATION AND ACCEPTANCE Client shall, within five (5) business days after receiving each Deliverable, notify Designer in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Designer shall, within five (5) business days of receiving Clients notification, correct and submit a revised Deliverable to Client. Client shall, within five (5) business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after three (3) corrections by Designer, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of this Agreement. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement. ACCREDITATION AND PROMOTION Designer shall be entitled to place accreditation, as a hyperlink, in the form, size and location as incorporated by Designer in the Deliverables on each page of the Final Deliverables. Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. CONFIDENTIAL INFORMATION All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure. RELATIONSHIP OF THE PARTIES Designer is an independent contractor. Designer shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Designer and the work product or Deliverables prepared by Designer shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement. REPRESENTATIONS AND WARRANTIES Client represents and warrants to Designer that to the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party. Designer represents and warranty to Client that to the best of Designer’s knowledge, the Deliverables will not violate the rights of any third parties. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, DESIGNER MAKES NO WARRANTIES WHATSOEVER. DESIGNER EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT. INDEMNIFICATION AND LIABILITY Client shall indemnify Designer from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to materials included in Deliverables at the request of the Client. THE SERVICES AND THE WORK PRODUCT OF DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF DESIGNER. IN NO EVENT SHALL DESIGNER BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY DESIGNER, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TERM AND TERMINATION This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated. Either party may terminate this agreement at any time, on thirty (30) days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that thirty (30) day period. Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it. In the event of termination, Client shall pay Designer for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination. LICENSE Designer grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables. PRELIMINARY WORKS Designer retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Designer within thirty (30) days of completion of the Services. All Designer Tools are and shall remain the exclusive property of Designer. Designer grants Client a nonexclusive, nontransferable, perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project. SUPPORT SERVICES During the first three (3) months following expiration of this Agreement, Designer shall provide up to forty (40 )hours of Support Services at no additional cost to Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies. Requests for additional support will be billed on a time and materials basis at Designers standard rate. The services in the Warranty Period and do not include enhancements to the Project or other services outside the scope of the Proposal. ALTERATIONS Alteration of any Deliverable is prohibited without the express permission of Designer. Designer will be given the first opportunity to make the required alterations. Unauthorized alterations shall constitute additional use and will be billed accordingly. DISPUTE RESOLUTION Parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties. The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation. GENERAL Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party. This Agreement shall be governed by the law of California. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law. Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect. This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement. Project Proposal #00009, April 25, 2012 Signatures Client's signature below authorizes designer to begin work. If the information and terms in this proposal are to Clients satisfaction and approval, kindly return a signed copy of this Project Proposal to Designer. Designer Signature Print Designer Name Date Client Signature Print Client Name Date Thank You! Jacob C. Myers Web Design Lawyer Tel: 714-706-1337 [email protected] http://webdesignlaw.com/ Copyright 2012 - Jacob C. Myers