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Progressions and changes have been seen in the field of web design contract templates, as more and more winning web design quotation templates are sent. Designing websites has become one of most in-demand skills for both freelancers and full-time employees. According to Indeed, HTML5 and jQuery are two of the ten most in demand skills today. Possessing these and other in demand skills can see you excel in your web design business.
Website designers can be involved at many stages of the process, from conceptualizing the website's information architecture to designing the user interface and user experience to actually doing visual and graphic design and even coding it.
However, two things still seem obvious. One, that web design is here to stay for the foreseeable future. Secondly, that website design contract templates or website contracts are essential.
No matter what part of the website design process you're involved in, it's critical that you have a contract between you and the client before you start work.
A freelance website design contract, like any other website contract, defines the business and legal relationship between the designer and the client. It also defines a personal relationship in terms of goodwill, business practices, and mutual respect, relating to your interaction with the client during service provision. Legally, it is an agreement between two or more parties in which each party commits to fulfilling certain responsibilities in the relationship. This document is legally binding, meaning failure to deliver on any of the agreed-upon terms can result in a breach of contract and possible lawsuits.
1. What purpose does a website design contract serve?
As mentioned before, this is a legally binding document. It means that should the client violate any of the terms of the website contract; you could take the legal route to compel him/her to fulfill their part of the website design agreement. Website design clients can violate agreements in various ways. Most common is a failure to pay for services and products delivered.
Similarly, a freelancer is bound by the website design agreement to fulfill his/her responsibilities. This means that a client can also sue you should you fail to deliver what you promised by way of contract. This provides a level of protection that helps to ensure that both parties do what they’re supposed to do. A freelance website design contract protects the interests of the freelance website designer.
It is for this reason that this document, which many startup freelancers often fail to use, is crucial to the peace of mind of the freelancer and the success of their business. Let’s take a more in-depth look at these simple web design contracts.
2. Parts of a web design contract template
The structure and clauses of a sample website design contract template or any contract for that matter are not cast in stone. The exact details of the contract vary depending on the nature of the project, the nature of the parties involved, and the relationship between them.
The specific conditions and numbers in the website contract are also negotiated between individual clients or their representative and the freelancer. Its length, font, formatting, and organization of the content are also dependent on the person preparing it, the client with which the website design agreement is entered, the level of detail included and the size of the size and complexity of the website design project.
There are, however, clauses that should never miss in any good freelance website design contract template.
The three most important parts of a web design contract are: (1) what exactly will you do: clearly defining the scope of work and deliverables, (2) how much and when you will get paid: clearly defining what and when you're going to be compensated, and (3) who will own the intellectual property of the website once your work is done and paid for.
3. The what in a website design contract
Clearly defining what you are going to do for the client is crucial. Picture this; you are approached by a client to help design a website. You evaluate the scope of the work, agree on the charges and receive requirements for the website. After putting in your time, effort, and other resources to complete a high-quality website; the client refuses to pay up on the claim that you didn’t provide the services agreed upon. Alternatively, the client might have expected you to build a new website using a different platform or language.
It’s also possible for the client to have expected you to provide the content for the website too among other additional services. In such cases, you can defend your position and have the client compelled to pay up if you had signed a website contract clearly describing what it is you will provide.
Any Website Design Contract template worth using must have a clear description of what it is you are offering and will be paid for.
The more detailed the description is, the better. In addition, it may be necessary to explicitly declare what you will not be providing. The contract will help ensure that there’s no confusion on what you are to provide.
This part of the web design contract also gives you a basis for which to demand payment and defend yourself against scope creep and clients from hell who don’t know what they want and thus have you endlessly redesigning the website. It is only fair in such a case that the payment be reviewed since the scope has changed or the requirements and thus the amount of work has also changed. Being stuck in endless revision cycles also denies you the opportunity to work on other projects, thus making you lose out on business.
It is thus worth working with a Freelance website design contract template that defines clearly the service, its scope, and the maximum number revisions that the agreed fee covers.
4. The how, when, and how much of payment in the website design contract
Your freelance business is your source of livelihood. Therefore, it’s only fair that you are duly compensated for your effort, time, talents, skills, and resources. Therefore, every website design contract must have a payment clause defining exactly how much you will be paid. It should also define when and how you will be paid.
Is it with a certain percentage of deposits upfront, small percentages as you deliver certain parts of the project or complete certain design stages, or will you be paid the entire amount once you complete and deliver the website? Is the fee based on a fixed or hourly rate? Further, through what means will you be paid? Will it be by credit card, check, bank transfers, or cash?
These are all questions that any good freelance website design contract should address. Having these clauses in your website design agreement also improves chances of being paid and on time.
5. The intellectual rights in a website design contract
A website design has many components to it. It also uses a number of tools. Therefore, the issue of who own the rights to the intellectual property arises. You as the designer or developer of the website may want to reuse certain aspects of the design. For instance, you may have developed a new font that you want to use in another client’s website. The structure of the website and layout of the pages, as well as the original graphic used, may also be things that you want to retain rights to.
The client, on the other hand, might not want certain aspects and features of their website to find a place in another company’s or individual’s website. Additionally, what type of right will the client have and at what point will these rights be transferred to the client if s/he is to have them?
One of the mistakes a website designer or any other design professional for that matter can make is signing away their intellectual property rights to clients who have not paid them. This is a pitfall that you as a freelance designer must avoid at all costs. This is because you can easily find yourself suffering after dealing with an unscrupulous client who not only fails to pay you fairly for the work that you’ve done but also runs with your intellectual property rights. Get all things in order before you sign away your rights.
Note also that accepting payment for the work done doesn’t automatically give away your intellectual property rights. Nevertheless, issues might arise if the owner of these rights to the website is not explicitly specified.
Other protections are afforded to website designers by including certain clauses in the website design contract template. For instance, specifying the kill fee amount and when it is to be paid will help ensure that should a project be terminated, you’ll be compensated for what you’ve already done. Further, termination terms must always be made crystal clear in the simple web design contract.
6. Preparing the website design contract template
The most important thing about preparing this type of website contract is ensuring that the crucial clauses are included in it. However, you also need to make sure that the contract is actually legible. Small measures can ensure that the contract looks good, but also that anyone, especially the client can easily read it
You should also make it easy for one to find a particular clause of interest without having to look too long and hard for it in the contract’s content. Strategies such as keeping the fonts simple, avoiding underlining, italicizing or writing too much of the text in caps can be adopted. You should nonetheless ensure that the fonts are large enough to make reading easy. You should also leave enough white space, use the correct line spacing, and include page numbers if it’s a large document.
There are other important parts that should feature in the website design agreement. Confidentiality, client approval, and liabilities of both parties, are also important clauses that can make the project proceed to completion smoothly. They also help ensure that each party gets what is due to them.
There are also certain things aside from the clauses in the contract that can render it completely useless when conflicts arise. One is that the names of both you as the freelance designer and the client must be indicated on the contract. These often, for a good reason, appear at the beginning of the contract. The contact details of both parties should also be included. The project name and type should also never be omitted. Simple things like including the date of the contract; of both preparation and signing can easily render a contract useless when it comes to taking action or resolving disputes.
Finally, but not any less important than the features already mentioned; both you and the client must append your signatures to each copy of the document.
This simple act makes a document that otherwise carries no legal weight, into one that is legally binding.
Sadly, many freelance website designers, especially the first-time ones make a number of freelance design mistakes; some small but very costly. One is not having a contract. It’s also unfortunate that the small details mentioned above can easily be forgotten when preparing the contract. Failure to have a contract signed for instance is a leading mistake most designers make; effectively taking away the protection that could have been had.
There are however simple things that a freelancer can do to guard against most of these errors.
7. Guarding against some common website design contract errors
Keep in mind the below common mistakes, and do your absolute to avoid them whenever drafting a new contract.
7.1. Avoid errors in contract signing
Some of the common mistakes people make in contact signatures are getting the wrong signatory to sign, signing in the wrong capacity, and missing key signatures. A wrong signatory signing the contract might not be a substantial danger if your client is an individual.
However, if you are undertaking a website design project for a larger company, a wrong person in the wrong capacity can end up signing the contract on the company’s behalf. In such a case, it also means that the right person’s signature is missing. Make sure you ascertain the authority of the person signing the contract on the company’s behalf. If providing services to an individual, just remember to give the contract to the client to sign.
Send the copies to the client for them to sign, get them back, and sign them and finally send a fully signed copy to the client and retain one.
7.2. Get help
You can write up a website contract template on your own and present it to the client for approval and signing. However, you also need to tell when getting legal help is better or necessary. If for one reason or the other you find that you can’t write a good web design contract, you can employ the services of a lawyer to help you prepare one.
It will cost you, but it might be exactly what you need to protect yourself from the consequences of making costly website design agreement mistakes.
7.3. Use a template
There are many freelance web designer contract templates that you can find online. Of course, there are certain things you should consider when selecting a template, among them picking the right one for the type of freelance job. However, once you’ve found a good template you can rely on it to avoid omitting some of the crucial details for any simple web design contract.
The template, which can also be a form contract, acts as a guide, telling you what you need to include in your freelance website design contract. You’ll also need to modify some things depending on the clauses you think are necessary for the type, size, and complexity of the project. However, they can make your work easier, especially if it’s the first time you are preparing a website design contract.
8. How to make a web design agreement template
A web design agreement sets the pace for a successful design project. It enlightens everyone involved in the project and ensures the parties are on the same page regarding the work. The agreement defines the project's goal, the roles of individuals, and other vital items like schedule and compensation. One mistake that freelancers and designers make is to commence a project without a signed web design agreement in place.
Usually, the excuse involves the fear of scaring a client away, trusting the client, estimating a project as small, or seeing the document as formal for the work.
However, it is highly recommended to have the document for different reasons:
While some reasons for ignoring an agreement might be tenable, it is only reasonable to prepare against an ugly situation. The unexpected may happen- it is why part of why business is unpredictable and exciting. Websites come in different shapes and sizes.
Some require a simple HTML/CSS brochure that can be launched a few minutes while others may take years to plan, develop, and launch. Irrespective of the nature of a web design project, a web design agreement should be written to reflect the project's complexity and the risk involved.
9. Essential details of a web design agreement template
With the internet boom, businesses are scrambling to establish an online presence. Creating a brand in the digital realm starts with building a business website that stands out. Companies often outsource this task to freelancers or IT service providers.
Designing a website takes time, patience, and a massive amount of skill. As a website designer, you wouldn't want your talent to go to waste! A website design agreement ensures that you are duly compensated for your time and efforts for every project that you undertake.
With the help of a professional website design agreement, you can:
Web development projects may vary from simple to vast and complex. Details of the agreement should cover the nature, budget, business model, roles, the developer, and, consequently, the customer. A typical web design agreement template should cover some or all of the following details:
The agreement must define the project's specific goals, and you may paint a picture that lets the client see the benefits of the project. It is essential that the details here align with the objectives of the client.
9.2. Design & development process
What is the scope of the web design project? What is the flexibility of the project, and what methodologies will you employ to achieve the goal project? Will the web designer have a specific schedule, and is subcontracting allowed in any part of the development process? These are common questions to address in this section of your web design agreement.
9.3. Customer’s obligation
Define the resources your client must provide to help you achieve the goal of the project. Will the client provide some pieces of code and other content to incorporate into the site? If yes, when and would performance be dependent on cooperation and timely provision of the resources?
Make a list of your services and include your fees for each. Ensure you briefly describe them in a simple language for ease of understanding. Include other fees that may affect the total due.
9.5. Delivery and acceptance
Define the method of delivery of the website to the customer. Will you provide the customer with the source code for website elements? What about testing? Let your agreement state if the client must test the site before acceptance and the consequences for failure or success.
9.6. Intellectual property & rights
Clients shall be the owner of all the rights and intellectual properties on the website following the Copyright Act. Include the last sentence in your web design agreement if you've agreed to your web design service as a Work Made For Hire in accordance with your industry copyright law.
Include details of warranties - website warranties, website, and documentation IPR infringement warranty, exclusion of implied warranties, and representations.
9.8. Condition for termination
It is wise to prepare for the unexpected in case the agreement goes ugly. Add clauses that deal with premature withdrawal and consequences plus the conditions for termination of the contract.
9.9. Change in specification
Guard against the required unlimited revision and modification in specifications of the project with a clause to cap the number of reviews.
The introduction contains the names of the parties involved in the website design agreement. It also mentions the date from which the agreement comes into effect. In case the employer and the developer are organizations, the company details must be clearly mentioned in the website design agreement.
9.11. Roles and responsibilities
As the name suggests, this section of the website design agreement outlines the scope of work, the schedule, and changes, if any. The Scope of Work forms the crux of the website design agreement as it elucidates the expectations from the website designer. So, make it a point to ensure that there is absolutely no ambiguity here with regards to the deliverables, or else you may be stuck in a reversion loop.
On the other hand, this portion of the agreement also defines the liabilities of the company hiring the website designer. These liabilities are stated in terms of the infrastructure, data, or materials that they need to provide.
The monetary compensation offered to the website designer in lieu of the services offered, features in this section of the website design agreement. In addition to designing and website building, other expenses like costs for hosting, paid plugins or extensions, etc. are included here.
If your scope of work is clearly defined, you can include an 'Additional Services' sub-head here to mention your charges for the work carried out beyond the intended scope of the project. As a result, you will be protected from scope creep.
In a world where websites and branding have now emerged as intellectual property, it is essential to maintain it as classified information. Hence, companies insist on having a confidentiality clause that dictates that website designers shall not disclose any information related to the project.
9.14. Ownership and rights
As with most intellectual property available online, delibrations regarding the ownership and rights must also be exclusively discussed in the website design agreement. Typically, the designer forfeits the rights to the website design, and the agreement transfers the ownership to the company.
9.15. Term and severance
This portion deals with the duration of the project. Further, either party must be obligated to serve a notice period of X number of days (usually 30) to initiate the termination of the agreement. It may also include any fine or severance that the party may have to deposit to exit from the agreement to immediate effect.
As one can see, a website design agreement ensures that both parties have a pleasant experience while developing the project. Bonsai offers an array of website design agreements for you to choose from. You can get a professionally drafted website design agreement in just a couple of clicks!
Finally, always read through the contract and if possible, have someone read it so that errors can be eliminated before it is sent to the client for signing. Remember, it's best for your agreement to be specific to the type of work you're doing.
This Contract is between Sample Client (the "Client") and John Doe (the "Designer").
The Contract is dated [the date both parties sign].
1. WORK AND PAYMENT.
1.1 Project. The Client is hiring the Designer to do the following: The Designer will design website elements for the Client.
1.2 Schedule. The Designer will begin work on May 01, 2020 and the work is ongoing. This Contract can be ended by either Client or Designer at any time, pursuant to the terms of Section 6, Term and Termination.
1.3 Payment. The Client will pay the Designer a rate of $58.00 (USD) per hour.
1.4 Expenses. The Client will reimburse the Designer's expenses. Expenses do not need to be pre-approved by the Client.
1.5 Invoices. The Designer will invoice the Client weekly. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 0.5% per month on the outstanding amount.
1.6 Support. The Designer will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Work Product. As part of this job, the Designer is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Designer works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Designer hereby gives the Client this work product once the Client pays for it in full. This means the Designer is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 Designer’s Use Of Work Product. Once the Designer gives the work product to the Client, the Designer does not have any rights to it, except those that the Client explicitly gives the Designer here. The Client gives the Designer permission to use the work product as part of the Designer's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Designer's work and not for any other purpose. The Designer is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
2.3 Designer’s Help Securing Ownership. In the future, the Client may need the Designer’s help to show that the Client owns the work product or to complete the transfer. The Designer agrees to help with that. For example, the Designer may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Designer, the Designer agrees that the Client can act on the Designer’s behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Designer after spending reasonable effort trying to do so, the Designer hereby irrevocably designates and appoints the Client as the Designer’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Designer and on the Designer’s behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).
2.4 Designer’s IP That Is Not Work Product. During the course of this project, the Designer might use intellectual property that the Designer owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Designer is not giving the Client this background IP. But, as part of the Contract, the Designer is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Designer cannot take back this grant, and this grant does not end when the Contract is over.
2.5 Designer’s Right To Use Client IP. The Designer may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Designer to build a website, the Designer may have to use the Client’s logo. The Client agrees to let the Designer use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Designer’s job. Beyond that, the Client is not giving the Designer any intellectual property rights, unless specifically stated otherwise in this Contract.
3. COMPETITIVE ENGAGEMENTS. The Designer won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Designer asks for permission beforehand and the Client agrees to it in writing. If the Designer uses employees or subcontractors, the Designer must make sure they follow the obligations in this paragraph, as well.
4. NON-SOLICITATION. Until this Contract ends, the Designer won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Designer puts out a general ad and someone who happened to work for the Client responds. In that case, the Designer may hire that candidate. The Designer promises that it won’t do anything in this paragraph on behalf of itself or a third party.
5.1 Overview. This section contains important promises between the parties.
5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
5.3 Designer Has Right To Give Client Work Product. The Designer promises that it owns the work product, that the Designer is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Designer uses employees or subcontractors, the Designer also promises that these employees and subcontractors have signed contracts with the Designer giving the Designer any rights that the employees or subcontractors have related to the Designer’s background IP and work product.
5.4 Designer Will Comply With Laws. The Designer promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.
5.5 Work Product Does Not Infringe. The Designer promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Designer has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Designer has entered into or will enter into with someone else.
5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Designer if the Designer has questions regarding this project, and to provide timely feedback and decisions.
5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Designer with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
6. TERM AND TERMINATION. This Contract is ongoing, until ended by the Client or the Designer. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Designer must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Designer for the work done up until when the Contract ends and will reimburse the Designer for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
7. INDEPENDENT CONTRACTOR. The Client is hiring the Designer as an independent contractor. The following statements accurately reflect their relationship:
- The Designer will use its own equipment, tools, and material to do the work.- The Client will not control how the job is performed on a day-to-day basis. Rather, the Designer is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the Designer with any training.- The Client and the Designer do not have a partnership or employer-employee relationship.- The Designer cannot enter into contracts, make promises, or act on behalf of the Client.- The Designer is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The Designer is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Designer or any of the Designer’s employees or subcontractors.
8. CONFIDENTIAL INFORMATION.
8.1 Overview. This Contract imposes special restrictions on how the Client and the Designer must handle confidential information. These obligations are explained in this section.
8.2 The Client’s Confidential Information. While working for the Client, the Designer may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Designer promises to treat this information as if it is the Designer’s own confidential information. The Designer may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Designer use a customer list to send out a newsletter, the Designer cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Designer written permission to use the information for another purpose, the Designer may use the information for that purpose, as well. When this Contract ends, the Designer must give back or destroy all confidential information, and confirm that it has done so. The Designer promises that it will not share confidential information with a third party, unless the Client gives the Designer written permission first. The Designer must continue to follow these obligations, even after the Contract ends. The Designer’s responsibilities only stop if the Designer can show any of the following: (i) that the information was already public when the Designer came across it; (ii) the information became public after the Designer came across it, but not because of anything the Designer did or didn’t do; (iii) the Designer already knew the information when the Designer came across it and the Designer didn’t have any obligation to keep it secret; (iv) a third party provided the Designer with the information without requiring that the Designer keep it a secret; or (v) the Designer created the information on its own, without using anything belonging to the Client.
8.3 Third-Party Confidential Information. It’s possible the Client and the Designer each have access to confidential information that belongs to third parties. The Client and the Designer each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Designer is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Designer or both. For example, if the Client gets sued for something that the Designer did, then the Designer may promise to come to the Client’s defense or to reimburse the Client for any losses.
10.2 Client Indemnity. In this Contract, the Designer agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Designer has done under this Contract; (ii) a breach by the Designer of its obligations under this Contract; or (iii) a breach by the Designer of the promises it is making in Section 5 (Representations).
10.3 Designer Indemnity. In this Contract, the Client agrees to indemnify the Designer (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
11.1 Assignment. This Contract applies only to the Client and the Designer. The Designer cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Designer’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.
11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
11.3 Modification; Waiver. To change anything in this Contract, the Client and the Designer must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
11.6 Signatures. The Client and the Designer must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.
11.7 Governing Law. The laws of the state of California govern the rights and obligations of the Client and the Designer under this Contract, without regard to conflict of law principles of that state.
11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.
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