1. WHEREAS CLUASES
This Contract for Art/Animation/3D/Graphic/Web/Video Design is made effective as of DATE PAID ON INVOICE, by and between CLIENT NAME ON PROPOSAL/INVOICE of CLIENT ADDRESS ON PROPOSAL/INVOICE, CLIENT CITY ON PROPOSAL/INVOICE, CLIENT ZIP CODE ON PROPOSAL/INVOICE, and Global Presence Enterprises, LLC ("GPM") of 8362 Pines Blvd #116, Pembroke Pines, Florida 33024.
Whereas GPM is engaged in the business of providing services relating to Art/Animation/3D/Graphic/Web/Video Design and whereas CLIENT NAME ON PROPOSAL/INVOICE is interested in availing such service of the Designer.
In furtherance to the above, the CLIENT NAME ON PROPOSAL/INVOICE hereby agrees to and does hereby engage the services of GPM, and GPM hereby accepts the engagement to design and to do the work hereinafter specified by CLIENT NAME ON PROPOSAL/INVOICE in connection with the project.
2. DESCRIPTION OF SERVICES
Beginning on January 01, 2023, GPM will provide to CLIENT NAME ON PROPOSAL/INVOICE the Art/Animation/3D/Graphic/Web/Video Design services described in the attached Exhibit (collectively, the "Services").
3. PAYMENT
Payment shall be made to Global Presence Enterprises, LLC, Pembroke Pines, Florida 33024. CLIENT NAME ON PROPOSAL/INVOICE agrees to pay GPM as follows: Lump sum or installment payments. As full consideration for the Services, the Client shall pay the Designer the fees outlined in the accepted proposal or invoice sent to the Client by email or mail to the address listed in the invoice. The designer shall invoice the Client for the Services in accordance with the payment schedule outlined in the proposal or project strategy document created after payment was received by GPM.
If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 5 percent per year, or the maximum percentage allowed under applicable laws, whichever is less. CLIENT NAME ON PROPOSAL/INVOICE shall pay all collection costs, including, without limitation, reasonable attorney fees.
In addition to any other right or remedy provided by law, if CLIENT NAME ON PROPOSAL/INVOICE fails to pay for the Services when due, GPM has the option to treat such failure to pay as a material breach of this Contract and may cancel this Contract and/or seek legal remedies.
Payment Due On Invoice
4. ADDITIONAL EDITING AND CHANGES
Any requested changes to the description of services stated above shall constitute additional editing and may incur additional charges or fees as deemed necessary by GPM. All further changes must be submitted and approved by both parties in writing by an approved Contract Change form.
5. TERM
This Contract will remain in effect for a period of Specified In Proposal or Invoice.
6. WORK PRODUCT OWNERSHIP
Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by GPM in connection with the Services will be the exclusive property of CLIENT NAME ON PROPOSAL/INVOICE. Upon request, GPM will execute all documents necessary to confirm or perfect the sole ownership of CLIENT NAME ON PROPOSAL/INVOICE to the Work Product.
6. CLIENT RESPONSIBILITIES
Client represents and warrants that it owns or has the necessary licenses, rights, and permissions to use any materials provided to Designer for the Services. Client shall indemnify, defend, and hold harmless Designer from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with any claim that the materials provided by Client infringe or violate any copyright, trademark, or other intellectual property rights of any third party.
7. LIMITATION OF LIABILITY
Designer shall not be liable for any infringement or violation of copyright, trademark, or other intellectual property rights arising from or in connection with the Services or the Work. Client's sole and exclusive remedy for any claim relating to the Services or the work shall be limited to the number of fees paid by Client to Designer under this Agreement.
8. REPRODUCTION OF PRODUCT
Upon completing all compensation terms and outstanding balances owed to the Designer, Service Recipient is granted full and unlimited reproduction rights to the project.
Art/Animation/3D/Graphic/Web/Video Designer retains the right to reproduce the project in any form for marketing, future publications, competitions, or other promotional uses. Art/Animation/3D/Graphic/Web/Video Designer shall at no time reproduce the project for use in commercial means or for-profit use.
Service Recipient may not reproduce or otherwise use design mock-ups, drafts, sketches, etc., created by the Designer during work on the project but not included into the final version of the project. Such artwork belongs solely to Art/Animation/3D/Graphic/Web/Video Designer, who may use it at his discretion.
9. CONFIDENTIALITY
GPM and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of GPM, or divulge, disclose, or communicate in any manner, any information that is proprietary to CLIENT NAME ON PROPOSAL/INVOICE. GPM and its employees, agents, and representatives will protect and treat such information as strictly confidential. This provision will continue to be effective after the termination of this Contract.
Upon termination of this Contract, GPM will return to CLIENT NAME ON PROPOSAL/INVOICE all records, notes, documentation and other items that were used, created, or controlled by GPM during the term of this Contract.
10. WARRANTY
GPM shall provide its services and meet its obligations under this Contract in a timely and skillful manner, using knowledge and recommendations for performing the services which generally meet acceptable standards in GPM's community and region, and will provide a standard of care equal to or superior to, care used by Art/Animation/3D/Graphic/Web/Video Designers similar to GPM on similar projects.
11. DEFAULT
The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of either party's property to any levy, seizure, general assignment for the benefit of creditors, application, or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided in this Contract.
12. REMEDIES
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such information shall have 10 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
13. FORCE MAJEURE
If the performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party is unable to carry out its obligations gives the other party prompt written notice of such event, then the responsibilities of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease, or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm, or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within a party's reasonable control if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
14. DISPUTE RESOLUTION
The parties will attempt to resolve any dispute arising out of or relating to this Contract through friendly negotiations among the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Contract will be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unsuccessful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
15. ENTIRE AGREEMENT
This Contract contains the entire Agreement of the parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
16. SEVERABILITY
If any provision of this Contract will be held invalid or unenforceable for any reason, the remaining provisions will remain valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable but that by limiting such provision, it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
17. AMENDMENT
This Contract may be modified or amended in writing if the writing is signed by the party obligated under the amendment.
18. GOVERNING LAW
This Contract shall be construed in accordance with the laws of the State of Florida.
19. NOTICE
Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
20. WAIVER OF CONTRACTUAL RIGHT
The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.
21. SIGNATORIES
This Agreement shall be signed on behalf of CLIENT NAME ON PROPOSAL/INVOICE by CLIENT NAME ON PROPOSAL/INVOICE and on behalf of GPM by CEO/FINANCE ADMINISTRATOR and effective as of the date first above written.
Service Recipient:
- CLIENT NAME ON PROPOSAL/INVOICE
- Art/Animation/3D/Graphic/Web/Video Designer:
- Global Presence Enterprises, LLC
- CEO/FINANCE ADMINISTRATOR