DESIGN AGREEMENT
This design agreement (hereinafter the "Agreement") is entered into in [City where the contract is signed] on [Contract date] between the following parties:
1. PARTIES
1.1 Designer:
[Designer's name / company]
(hereinafter the "Designer")
1.2 Client:
[Client's name]
(hereinafter the "Client")
2. WORK
2.1 The Designer undertakes to create a design work for the Client (hereinafter the "Work"). Type of design: [Type of design]. Number of concepts/variants: [Number of concepts/variants]. File formats of the deliverables: [File formats of the deliverables]. The Client undertakes to pay the fee agreed in the Agreement for the Work.
2.2 The Work shall be performed on the basis of the Client's brief. The Designer shall choose the creative solution and technical execution of the Work independently, taking into account the brief and the Client's reasonable instructions.
2.3 The Client shall provide the Designer in good time with the materials necessary for the Work (e.g. existing logos, texts, photographs, brand guidelines) and is responsible for ensuring that their use does not infringe the rights of third parties.
2.4 The Designer shall deliver the final result in the agreed formats; if no formats have been agreed, the Designer shall deliver logos and other graphic elements as vector files and in common formats suitable for web and print use. Working and source files of design software shall be handed over only if the Parties have agreed thereon.
3. DEADLINE AND FEE
3.1 Deadline: [Deadline]. Total fee: [Total fee (€)] euros. Amount of the advance payment: [Advance payment (%)]% of the total fee.
3.2 If the Client is in delay in providing the brief, materials or feedback, the deadline shall be extended by the duration of the delay, and the Designer may claim compensation for damage caused by the delay (Law of Obligations Act (VÕS) § 652 lg 1).
3.3 Unless the Parties have agreed otherwise, the part of the fee not covered by the advance payment shall be paid upon acceptance of the Work (VÕS § 637 lg 4). In the event of delay in payment of the fee, the Designer may claim late payment interest at the statutory rate (VÕS § 113 lg 1).
4. REVISIONS AND ACCEPTANCE
4.1 The Designer shall submit drafts to the Client for review. The price includes [Number of rounds of revisions included] rounds of revisions. A round of revisions means feedback submitted by the Client at one time and in consolidated form. Revisions exceeding the agreed number of rounds of revisions and requests changing the brief constitute additional work, which shall be performed and remunerated by prior agreement of the Parties.
4.2 The Client shall approve the final version in writing or in a form which can be reproduced in writing. The Work is deemed accepted upon approval of the final version or upon commencement of its use, and also if the Client unjustifiably fails to accept the Work within a reasonable time limit set for this purpose by the Designer (VÕS § 638).
4.3 If the Work does not conform to the terms of the Agreement, the Client shall give notice thereof within a reasonable time, and the Designer shall bring the Work into conformity with the terms of the Agreement at its own expense (VÕS § 646 lg 1 and 4). Elimination of a lack of conformity is not deemed a round of revisions.
4.4 Drafts not chosen by the Client remain with the Designer, unless the Parties have agreed otherwise, and the Client shall not use them.
5. INTELLECTUAL PROPERTY
5.1 Ownership of intellectual property: [Ownership of intellectual property].
5.2 The Designer may show the completed work in its portfolio and marketing after the Client has itself made the final result public.
5.3 The author's economic rights in the final result pass to the Client upon acceptance of the Work and full payment therefor, without territorial or temporal limitation. The Client has the right to use, reproduce, modify, adapt and distribute the final result in any manner and in any medium. If the Agreement terminates before the Work is completed, rights pass to the Client only in respect of the results for which the Client has paid.
5.4 The author's moral rights are inseparable from the person of the author and are not transferable (Copyright Act (AutÕS) § 11 lg 2). The Designer shall not exercise the right to the integrity of the work (AutÕS § 12 lg 1 p 3) in a manner that prevents the Client from adapting the final result in the ordinary course of business (e.g. changing dimensions, colours or layout). An agreement on the transfer of economic rights must be in written form (AutÕS § 49 lg 1). Since the Designer is not an employee of the Client, the Client's rights arise solely under the Agreement (AutÕS § 32 does not apply).
5.5 The Designer consents to the registration of the final result as a trademark or industrial design in the name of the Client in any country and shall, at the Client's request, sign the documents necessary for this purpose; the costs of registration shall be borne by the Client. The Designer shall not register or use a sign that is similar to and liable to be confused with the final result.
5.6 The Designer confirms that the final result is its original creation and, to its knowledge, does not infringe the rights of third parties. The Designer shall inform the Client of any elements belonging to third parties (e.g. fonts, stock images, icons) together with their licence terms; the Parties shall agree on who bears the licence fees before the element is used.
6. CONFIDENTIALITY
6.1 The Parties shall keep secret the details of the project and the business information of the other Party. The Designer shall not publish the Work or its drafts before the Client has itself made the final result public.
7. LIABILITY
7.1 A Party shall be liable for breach of obligations arising from the Agreement, unless the breach is excusable (VÕS § 103). The injured Party has the right to claim compensation for both direct patrimonial damage and loss of profit (VÕS § 128).
7.2 The Designer does not guarantee that the final result can be registered as a trademark; the Client is responsible for checking earlier trademarks and signs, unless the Parties have agreed otherwise.
7.3 If the Client is a consumer, the terms of the Agreement do not restrict the Client's statutory rights, derogation from which to the detriment of the consumer is void under the law.
8. TERMINATION
8.1 Either Party may cancel the Agreement by giving at least 7 days' notice. In the event of cancellation by the Designer, the Designer is entitled to a fee for the work done to the extent that the Client has an interest in what has been done.
8.2 In the event of cancellation by the Client, the Designer is entitled to the agreed fee, less what the Designer saved as a result of the cancellation of the contract or acquired or could reasonably have acquired by using its labour otherwise (VÕS § 655 lg 1), unless the Client cancelled the Agreement due to a breach of contract by the Designer (VÕS § 655 lg 2). Either Party may withdraw from the Agreement if the other Party has materially breached the Agreement (VÕS § 116).
9. FORCE MAJEURE
9.1 A breach of obligations arising from the Agreement is excusable if a Party breached the obligation due to force majeure, i.e. a circumstance which the Party could not influence and, based on the principle of reasonableness, the Party could not be expected to take into account at the time of entering into the Agreement, or to avoid or overcome the circumstance or its consequences (VÕS § 103). A Party shall notify the other Party of circumstances of force majeure immediately, and time limits shall be extended by the duration of the effect of force majeure.
10. NOTICES
10.1 Notices related to the Agreement which have legal consequences shall be given to the other Party in writing or in a form which can be reproduced in writing (including by e-mail) at the address which the Party has notified to the other Party in writing. A Party shall notify any change in its contact details without delay.
11. APPLICABLE LAW AND DISPUTES
11.1 The Agreement is governed by the law of [Governing law].
11.2 Disputes arising from the Agreement shall be resolved primarily through negotiations; failing agreement, the dispute shall be resolved in court in accordance with the procedure provided by law.
12. FINAL PROVISIONS
12.1 Amendments and supplements to the Agreement shall be made in writing or in a form which can be reproduced in writing and shall enter into force once both Parties have confirmed them. A Party may not transfer the rights and obligations arising from the Agreement to a third party without the prior written consent of the other Party.
12.2 If any provision of the Agreement is or becomes invalid, this shall not affect the validity of the remaining provisions. The Agreement (together with its annexes) constitutes the entire agreement between the Parties and enters into force once both Parties have signed it.
13. LEGAL BASIS
13.1 The Agreement is an author's contract entered into for the creation and use of a new work, to which the provisions of the Law of Obligations Act on contracts for work (§ 635–657) apply, unless otherwise provided by the Copyright Act (AutÕS § 48 lg 4).