Terms of Use

SECTION 1: ENGAGEMENT
The Client hereby engages the Independent Contractor to render services as described in the annexed Exhibit A ("Services Recital"). In the event of any conflict between this Agreement and the annexed Exhibit A, this Agreement shall control.

SECTION 2: COMPENSATION
A. Payment. In full consideration for the performance of the Services hereunder (as described in the Services Recital), and for any rights granted or relinquished by the Independent Contractor under this Agreement, the Client shall pay the Independent Contractor, as follows:
1. Price. The total contract price agreed upon by the parties in full consideration for the services recited in this Agreement is $__________. Prices are for design, creative direction and print management only and do not include aquisition of images or materials.
2. Payment Schedule. Fees to Northway Designs are due and payable on the following schedule as follows:
a. The balance of the total contract price, as set forth in subsection A(1) of this section is due within one week (1 week) of the date when the services are fully performed, as described herein. The services will be deemed fully performed when all of the services listed in the Services Recital have been performed.
3. Acceptable Methods of Payment. The Client shall pay the Independent Contractor in U.S. currency. The Client shall pay the Independent Contractor in cash, money order, or by check made payable to Northway Designs.
4. Refund Policy. This contract becomes binding immediately upon signing and execution of this contract.
5. Additional Payment for excessive revisions. If Client requests that additional revisions be made to any of the work produced by the Independent Contractor, exceeding the number of allowable revisions as specified in the Services Recital, the Independent Contractor shall perform such revisions at the rate of $__________ per hour. The Independent Contractor shall notify the Client before undertaking to perform such additional revisions.
B. Reimbursement for necessary expenses. The Client will reimburse the Independent Contractor for reasonable and necessary expenses incurred in the performance of the Services; provided, however, that all such expenses shall be subject to Client’s prior approval.
C. No additional monies or compensation. Independent Contractor acknowledges and agrees that, except as provided in this Section, he/she shall not be entitled to, and the Client shall not be obligated to pay, any monies or other compensation for the Services provided and rights granted under this Agreement.

SECTION 3: REPRESENTATIONS/WARRANTIES
A. The Independent Contractor represents and warrants that:
i) The Independent Contractor represents that he/she is able and available to perform, and will perform, to the best of his abilities, the Services described herein. The Independent Contractor further represents that he/she will complete all work in a reasonable and timely fashion, subject to the receipt of all materials from Client.
ii) The Services shall be performed in accordance with, and shall not violate, applicable laws, rules or regulations, and standards prevailing in the industry;
iii) The Materials shall be original, clear, and presentable in accordance with generally applicable standards in the industry;
iv) The Materials will not contain libelous, injurious, or unlawful material and will not violate or in any way infringe upon the personal or proprietary rights of third parties, including property, contractual, employment, trade secrets, proprietary information, and non-disclosure rights, or any trademark, copyright, or patent, nor will they contain any format, instruction, or information that is inaccurate or injurious to any person, computer system, or machine;
v) The Independent Contractor has full power and authority to enter into and perform its obligations under this Agreement; this Agreement is a legal, valid, and binding obligation of Independent Contractor, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies);
vi) The Independent Contractor will perform the Services in accordance with the specifications established by the Client from time to time.
vii) The Independent Contractor shall not during the Term or at any time thereafter, except during the Term for the benefit of the Client, disclose to any person not employed by the Client or to any person, firm or corporation not engaged to render services to the Client, or use for the benefit of the Independent Contractor, or others, any confidential information of the Client obtained by the Independent Contractor prior to the date hereof, during the Term or any time thereafter, including "know-how," trade secrets, details of supplier’s, manufacturer’s or distributor’s contracts, pricing policies, financial data, operational methods, marketing and sales information or strategies, product development techniques or plans or any strategies relating thereto, technical processes, designs and design projects, and other proprietary information of the Client provided however, that this provision shall not preclude the Independent Contractor from (a) upon advice of counsel and after reasonable notice to the Client, making any disclosure required by any applicable law, or (b) using or disclosing information known generally to the public (other than information known generally to the public as a result of any violation of this Section by or on behalf of the Independent Contractor).

A. The Client represents and warrants that:
i) The Client has full power and authority to enter into and perform its obligations under this Agreement and that its performance of this contract shall not infringe upon or violate the rights of any third party or violate any federal, state or municipal laws. The Client acknowledges and warrants that this Agreement is a legal, valid, and binding obligation of the Client, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies) and that entering into this Agreement will not violate the Charter or By-laws of the Client or any material contract to which it is a party.
ii) The Client represents to the Independent Contractor and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, and/or other artwork and materials involving intellectual property furnished to the Independent Contractor for inclusion in the graphic design are either owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Northway Designs from any claim or suit arising from the use of such materials furnished by Client.
iii) The Client will provide the Independent Contractor with all materials as required in a professional, competent, and timely manner.

4: INDEPENDENT CONTRACTOR RELATIONSHIP
A. The Independent Contractor agrees to perform the Services hereunder solely as an Independent Contractor. The parties to this Agreement recognize that this Agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the parties. The Independent Contractor is not authorized to enter into or commit the Client to any agreements, and the Independent Contractor shall not represent itself as the agent or legal representative of the Client.
B. The Client shall not be liable for taxes, Worker’s Compensation, unemployment insurance, employers’ liability, employer’s FICA, social security, withholding tax, or other taxes or withholding for or on behalf of the Independent Contractor or any other person consulted or employed by the Independent Contractor in performing Services under this Agreement. All such costs shall be Independent Contractor’s responsibility.

SECTION 5: INTELLECTUAL PROPERTY
A. When final payment is received and graphic designs are provided to the Client in .JPG, .GIF, .IND and .AI format on CD ROM the Copyright to the pages will be as follows: Logos, banners, buttons and other graphics created by Northway Designs, for Client, are owned and copyrighted by Client. Northway Designs is not required to keep or provide client with native source files used in the creation of these graphics. However, Northway Designs reserves the right to display all completed graphic designs as part of its graphic design portfolio.

6: GENERAL TERMS
A. This Agreement shall be governed and construed in accordance with the laws of the State of California applicable to contracts made and fully performed therein, and the state and federal courts located in California shall have exclusive jurisdiction of all suits and proceedings arising out of or in connection with this agreement. Both parties hereby submit to the jurisdiction of said courts for purposes of any such suit or proceeding, and waive any claim that any such forum is an inconvenient forum.
B. Any notices to either party under this Agreement shall be in writing and delivered by hand or sent by nationally recognized messenger service, or by registered or certified mail, return receipt requested, to the address set forth above or to such other address as that party may hereafter designate by notice. Notice shall be effective when received, which shall be no greater than one (3) business days after being sent by a nationally recognized messenger service or three days after being sent by mail.
C. The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
D. Following the expiration or termination of this Agreement, whether by its terms, operation of law, or otherwise, the terms and conditions set forth, as well as any term, provision, or condition required for the interpretation of this Agreement or necessary for the full observation and performance by each party hereto of all rights and obligations arising prior to the date of termination, shall survive such expiration or termination.
E. This Agreement represents the entire Agreement between the parties. The Agreement may not be amended, changed, or supplemented in any way except by written Agreement signed by both parties. Each party has signed this Agreement through its authorized representative.