Welcome to the Family

(ﾉ◕ヮ◕)ﾉ*:･ﾟ✧

We’re so excited to start our business relationship with you! We want to start off on the best possible footing, so we have a design services agreement consisting that sets the groundwork for our future together!

If you have an NDA you’d like to send for us to sign, please don’t hesitate to email it to hello@wearecharette.com. We can assure you of our utmost discretion when handling projects which may be highly sensitive, trademarkable, or otherwise competitive.

Alright, here we go.

We know long documents and contracts aren’t the most exciting thing in the world. But we promise this’ll be real quick and then we can get to the fun part!

Form 1 of 2

Establishment of Parties

This Design Services Agreement (“Agreement”) is dated

YYYY

and is between

Psst! Your info goes here.

First Name

Last Name

an { entity } of { state}

with offices located at

Address 1

Address 2

City

State/Province

Zip/Postal Code

Country

Line

and WERC DESIGN, INC., d/b/a WE ARE CHARETTE (“We Are Charette”), a Florida corporation with offices located at 24 Cathedral Place, Suite 402, St. Augustine, Florida 32084. The Client and We Are Charette are sometimes collectively referred to herein as the “Parties” and individually as a “Party”. Client is a business and has a need for design services for its business.

Whew! Ok.

One down, one to go. What we need you to do next is read through our terms and conditions listed out below. If everything has your approval proceed to the last form where you can provide your signature to get things rolling!

Client and We Are Charette agree as follows:

1. Performance of Services. The Client hereby engages We Are Charette to provide branding and/or marketing services that delivers the Client’s message in a way that is precise, engaging, and honest. The services provided by We Are Charette (the “Services”) are specifically detailed in the attached Statement of Work, incorporated herein by this reference. The Client acknowledges and agrees that if the Services are modified and/or expanded from time to time, it must be by written agreement signed by both Parties. Additional Design Fees may apply to any such changes. Client agrees to comply with all reasonable requests of We Are Charette in a timely manner and shall provide We Are Charette’s personnel with access to all documents and facilities as may be reasonably necessary for the performance of the Services under this Agreement.

2. Payment for Services. Client agrees to pay We Are Charette fees for the Services in the amount stated in the Statement of Work (the “Design Fees”). If there are expenses related to the Services (the “Expenses”), Client agrees to pay or reimburse We Are Charette, as appropriate, for the full amount of such expenses. We Are Charette shall prepare and submit an invoice to the Client for the Design Fees and Expenses, as outlined in the Statement of Work. Client’s agrees to pay all invoices on the date indicated in the invoice, or if no date is indicated, within five (5) days after the date of invoice. At We Are Charette’s discretion, failure to timely pay an invoice may result in suspension of any or all Services to Client until full payment is received. In the event of non-payment or if Client consistently makes late payments, We Are Charette shall have the immediate right to terminate this Agreement by written notice to Client. We Are Charette shall incur no liability of any kind to Client for such suspension or termination and Client shall not be entitled to use any work product produced.

3. Ownership of Work Product. The copyright in all deliverables created for Client shall belong to We Are Charette. Upon completion of the Services and full payment of all Design Fees and Expenses, We Are Charette agrees to grant to Client the exclusive, perpetual, royalty-free, worldwide right and license to use, reproduce and display work product and/or deliverables.

4. Cancellation by Client. Client may cancel this Agreement and the performance of the Services with 48 hours written notice to We Are Charette. Client agrees that upon cancellation, Client shall pay for all Design Fees earned through the date of cancellation as measured by the hours of work performed toward the completion of the Services, as well as all Expenses incurred. Upon receipt of a cancellation notice, We Are Charette shall send to Client a final invoice itemizing the hours of work completed at the designated hourly fee. Should Client cancel the Services following their completion, Client is responsible for full payment of the Design Fees. Upon cancellation, each Party shall return the other Party’s materials and/or any Confidential Information that is in its possession within 10 days.

5. Confidential Information. Each Party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary information and materials of the other Party including but not limited to: past, present or future products and proposals, creative works, marketing strategies, computer programs, systems, know-how or other intellectual property, client lists, suppliers, vendors, pricing, inventions, and trade secrets, (the “Confidential Information”). Each Party agrees to hold all Confidential Information of the other Party in strict confidence. The Parties agree that in the event Confidential Information has been used, distributed or accessed in violation of this Agreement, it will immediately notify the other Party, take all commercially reasonable actions available to minimize the impact of the use, distribution or publication, and take all necessary steps to prevent any further breach of this Agreement. The Parties agree and acknowledge that any breach or threatened breach regarding the treatment of the Confidential Information may result in irreparable harm to the other Party for which there may be no adequate remedy at law. In such event a Party shall be entitled to equitable relief.

6. Indemnification. Client and We Are Charette each agree to indemnify, defend and hold the other Party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-Party claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising out of its own (a) gross negligence or willful misconduct or (b) material breach of any of the terms of this Agreement. Each Party’s liability under this section shall be reduced proportionally to the extent that any act or omission of the other Party, or its employees or agents, contributed to such liability. The Party seeking indemnification shall provide the other Party with prompt written notice of any claim and give complete control of the defense and settlement of the other Party, and shall cooperate with the other Party, its insurance and legal counsel. This indemnity shall not cover any claim in which there is a failure to give the other Party prompt notice to the extent such lack of notice prejudices the defense of the claim.

7. Professional Responsibility and Liability. We Are Charette shall perform the Services in a professional and workmanlike manner and in accordance with the highest standards and practices of the design industry. Final deliverables produced by We Are Charette are original. WE ARE CHARETTE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT OR OTHERWISE, WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT. WE ARE CHARETTE SHALL NOT BE LIABLE FOR ANY SERVICES OR WORK PRODUCT OR DELIVERABLES PROVIDED BY THIRD PARTY VENDORS OR AFFILIATES IDENTIFIED TO THE CLIENT OR REFERRED BY WE ARE CHARETTE DURING THE TERM OF THIS AGREEMENT. WE ARE CHARETTE MAKES NO REPRESENTATION REGARDING THE COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERSHIP OF MATERIALS PROVIDED BY CLIENT. CLIENT IS RESPONSIBLE FOR OBTAINING ALL NECESSARY COPYRIGHT OWNERSHIP FOR MATERIALS IT PROVIDES TO WE ARE CHARETTE.

8. LIMITATION OF LIABILITY. EXCEPT FOR THE PARTIES CONFIDENTIALITY OBLIGATIONS UNDER OF THIS AGREEMENT AND INDEMNIFICATION OBLIGATIONS OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY COULD HAVE BEEN REASONABLY FORESEEN.

9. Relationship of the Parties. The Parties intend that We Are Charette, in performing the Services, shall act as an independent contractor and shall have control of the work and the manner in which it is performed. Other than as expressly provided in the Agreement, We Are Charette is free to contract for similar services to be performed for other persons and businesses while We Are Charette is under contract with the Client. Neither Party has the authority to bind or contract any obligation in the name of or on account of the other Party or to incur any liability or make any statements, representations, warranties or commitments on behalf of the other Party, except the Client authorizes We Are Charette to act on behalf of the Client as necessary and for the limited purpose of providing the Services. Each Party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers’ compensation, and all other employment benefits.

10. Use of Subcontractors. Client acknowledges and agrees that We Are Charette may, at its sole discretion, use subcontractors and consultants to perform some of the Services to be provided under this Agreement. In the event We Are Charette utilizes subcontractors or consultants to perform any of the Services, We Are Charette shall remain responsible to Client for performance under this Agreement.

11. Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, hurricanes, floods, earthquakes, governmental regulations or controls, pandemics, casualty, strikes or labor disputes, terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five business days of its occurrence.

12. Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the laws of the State of Florida, regardless of its conflicts of laws rules. The Parties agree that any action arising out of this Agreement will be brought solely in a court of competent jurisdiction located in St. John’s County, Florida.

13. Attorney’s Fees. If either Party incurs any legal fees associated with the enforcement or interpretation of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party, including expert-witness fees, which may be set by the court in the same action or in a separate action brought for that purpose.

14. Collection Expenses. If We Are Charette incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due under this Agreement, Client agrees to reimburse We Are Charette for all such costs, expenses and fees.

15. Waiver. No waiver of any breach or default will be considered valid unless in writing and signed by the Party giving such waiver, and no such waiver will be deemed a waiver of any subsequent breach or default of the same or similar nature.

16. Survival. Provisions of this Agreement, the performance of which by either or both parties, or by their sense and context, are intended to survive, will survive the completion, expiration, termination or cancellation of this Agreement.

17. Entire Agreement; Modification. This Agreement and the attached Statement of Work is the entire Agreement between the Parties with respect to the subject matter and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. No change, modification, amendment, or addition of or to this Agreement or any part shall be valid unless in writing and signed by the Parties. The Parties acknowledge and agree that they are not relying upon any representations or statements made by the other Party or the other Party’s employees, agents, representatives or attorneys regarding this Agreement, except to the extent such representations are expressly set forth in this Agreement.