GRAPHIC DESIGN SERVICES AGREEMENT
This Graphic Design Services Agreement ("Agreement") is entered into as of {date}, by and between:
Service Provider: Eleana Inc., a Montana corporation ("Provider"), and
Client: {name}, {businessorganization} ("Client").
Provider and Client may be referred to individually as a "Party" and collectively as the "Parties."
1. PURPOSE
This Agreement governs the provision of professional graphic design and related creative services by Provider to Client, subject to the terms and conditions set forth herein.
2. SCOPE OF WORK
2.1 Defined by Addendum. The specific scope of services, deliverables, timelines, formats, revision limits, and pricing shall be defined exclusively in one or more written Scope of Work Addenda (each an "Addendum") mutually agreed upon and incorporated into this Agreement by reference.
2.2 Controlling Documents. In the event of a conflict between this Agreement and any Addendum, this Agreement shall control unless the Addendum expressly states otherwise.
2.3 No Implied Services. Any services not expressly described in an Addendum are excluded and require a separate written agreement or amendment.
3. TERM AND TERMINATION
3.1 Term. This Agreement shall commence on the Effective Date and remain in effect until terminated in accordance with this Section.
3.2 Termination for Convenience. Either Party may terminate this Agreement or any Addendum upon thirty (30) days’ written notice.
3.3 Termination for Cause. Provider may immediately suspend or terminate services for non-payment, material breach, or unlawful or abusive conduct by Client.
3.4 Effect of Termination. Upon termination:
All outstanding balances become immediately due;
Work-in-progress may be withheld until payment is received;
No refunds shall be issued for completed or partially completed work.
4. FEES AND PAYMENT
4.1 Fees. Fees shall be as set forth in the applicable Addendum, package description, or approved estimate.
4.2 Payment Required Prior to Commencement. All graphic design services require payment in full prior to the commencement of any work, unless expressly stated otherwise in a written Addendum signed by both Parties. Provider shall have no obligation to begin or continue services until payment is received.
4.3 Payment Terms. Unless otherwise stated in an Addendum, invoices are due immediately upon issuance. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law.
4.4 No Refunds. All payments are non-refundable once design work has commenced, including but not limited to concept development, revisions, production time, and setup fees.
4.5 Suspension for Non-Payment. Provider reserves the right to suspend work, withhold deliverables, or terminate services for non-payment without liability.
5. CLIENT RESPONSIBILITIES
Client shall:
Provide accurate and timely content, brand assets, approvals, and feedback;
Confirm ownership or licensing rights to all provided materials;
Review and approve deliverables promptly.
Delays caused by Client may impact timelines and delivery schedules without penalty to Provider.
6. REVISIONS AND APPROVALS
6.1 Revision Limits. Revisions are limited to those specified in the applicable Addendum. Additional revisions are billable.
6.2 Deemed Approval. Deliverables shall be deemed approved if no written revision request is received within seven (7) days of delivery.
7. INTELLECTUAL PROPERTY
7.1 Pre-Existing IP. Each Party retains ownership of its pre-existing intellectual property.
7.2 License to Use Deliverables. Upon full payment, Client is granted a non-exclusive, non-transferable license to use the final approved deliverables for their intended purpose.
7.3 Provider Retained Rights. Provider retains ownership of all concepts, drafts, templates, methods, source files, and working files unless expressly transferred in writing.
7.4 Portfolio Rights. Provider may display completed work for portfolio, promotional, and marketing purposes unless otherwise agreed in writing.
8. WARRANTIES AND DISCLAIMERS
8.1 Limited Warranty. Provider warrants services will be performed in a commercially reasonable manner.
8.2 No Performance Guarantees. Provider does not guarantee marketing results, engagement, conversions, or business outcomes.
8.3 AS-IS SERVICES. Except as expressly stated, services are provided "AS IS" and "AS AVAILABLE."
9. LIMITATION OF LIABILITY
To the maximum extent permitted by law, Provider’s total liability shall not exceed the total fees paid by Client in the three (3) months preceding the claim. Provider shall not be liable for indirect, incidental, consequential, or punitive damages.
10. INDEMNIFICATION
Client shall indemnify and hold harmless Provider from any claims arising from:
Client-provided materials;
Client’s misuse of deliverables;
Violation of applicable laws or third-party rights.
11. CONFIDENTIALITY
Each Party agrees to maintain the confidentiality of non-public information disclosed under this Agreement.
12. INDEPENDENT CONTRACTOR
Provider is an independent contractor. Nothing herein creates a partnership, joint venture, or employment relationship.
13. FORCE MAJEURE
Provider shall not be liable for delays or failure caused by events beyond reasonable control.
14. GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of Montana, without regard to conflict-of-law principles. Venue shall lie exclusively in Montana.
15. ENTIRE AGREEMENT
This Agreement, together with all Addenda, constitutes the entire agreement between the Parties.
16. AMENDMENTS
Amendments must be in writing and signed by both Parties.
17. SEVERABILITY
If any provision is held invalid, the remainder shall remain in full force and effect.
18. ELECTRONIC SIGNATURES
This Agreement may be executed electronically and in counterparts.