Before we dive into your project, make sure you read the fine print. There’s a little legal stuff in here but also a clear operations road map—to get you the results you are seeking. We’ve thought of everything, and we don’t want these details to be secret. They are key for you to get the most out of your CBDx experience.
The Fine Print
The terms of the Proposal shall be effective for 90 days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.
2. Fees and Charges
2.1 Fees. In consideration of the Services to be performed by CBDx, Client shall pay CBDx invoices and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule. CBDx invoices are based on actual time and materials executed within a billing cycle of 30 days.
2.2 Deposit. In consideration of the Services to be performed by CBDx, CBDx may ask Clients to pay a 50 percent deposit and New Clients for prepayment of the Deliverables. If a deposit is requested, CBDx shall not commence work until the deposit is received. The deposit is not refundable.
2.3 Minimum Charge. In consideration of the Services to be performed by CBDx, there is a minimum charge of a quarter hour (.25 hour) at our standard hourly rates.
2.4 Additional Costs. The Project pricing includes only the CBDx and it’s Contract Partner fees. Any and all outside costs including, but not limited to, printing, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, font fees, music licenses and online access or hosting fees, will be billed to Client, unless specifically otherwise provided for in the Proposal.
2.5 Invoices. All invoices are payable upon receipt. A monthly service charge of 1.5 percent (or the greatest amount allowed by state law) is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. CBDx reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses and Fees, Charges, or the Costs of Changes.
We know that sometimes projects evolve and we always want to exceed your expectations so changes are never a problem. To make sure we stay on the same page about the changes and the costs associated with them, we use Change Orders. Read on for the details and know that we’ll review our process if a ‘Change Order’ situation comes up.
Unless otherwise provided in the proposal, CBDx Client will pay additional charges for changes outside the Scope of Services that are requested by Client. Such changes will be billed on a time and materials basis, at our standard hourly rates. Such charges will be in addition to all other amounts payable under the terms of the proposal, despite any maximum budget, contract price, or final price identified therein.
CBDx will be entitled to submit a Change Order form for written Client approval of Changes. Work shall begin on the revised services upon receipt of an approved Change Order form.
CBDx may extend or modify any delivery schedule as may be required by such Changes. If Changes occur immediately prior to the deadline, there might not be time for interaction. In all cases, we will err on the side of meeting the deadline.
CBDx will prioritize performance of the Services as may be necessary or identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to CBDx. CBDx shall be entitled to request written or verbal clarification of any concern, objection or correction. Client acknowledges and agrees that the ability of CBDx to meet any and all schedules is dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any terms, conditions or obligations of CBDx under this Agreement.
5. Testing and Acceptance.
CBDx will exercise commercially reasonable efforts to proof and/or test Deliverables and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify CBDx, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments that Client wishes to make to such Deliverable. Any such written notice shall be sufficient to identify, with clarity, any objection, correction, change or amendment, and CBDx will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.
20 years of clients, countless projects and great working relationships. You might ask, “What’s the secret?”
The truth is, there is no secret, just mutual respect. We’re partners in creating great communication for your organization. Now that you know what we bring to the table, here’s more about your part of the relationship.
6. Client Responsibilities
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) Coordination of any decision making with parties other than CBDx and it’s Contract Partners;
(b) Communication of administrative or operational decisions, if they affect the design or production of Deliverables, and coordination of required public approvals and meetings;
(c) Provision of accurate and complete information and materials requested by CBDx such as, by way of example, without limitation, site plans, tradeshow plans, product specifications, building plans and elevations, utility locations, color/material samples and all applicable codes, rules and regulations information;
(d) Provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal;
(e) Provision of approved naming, nomenclature, securing approvals and correct copy from third parties such as, by way of example, without limitation, end users or donors as may be necessary; and
(f) Final proofreading and written approval of all project documents including, by way of example, without limitation, artwork, message schedules, sign location plans and design drawings before their release for fabrication or installation. In the event that Client has approved work containing errors or omissions, such as, by way of example, without limitation, typographic errors or misspellings, Client shall incur the cost of correcting such errors.
Great work speaks for itself. Yours will say volumes!
CBDx retains the right to reproduce, publish and display the Deliverables in the portfolios and websites of CBDx, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
The work we do for you is all yours.
8. Property Rights
Any copyrightable works, artwork, code or other information (collectively the “Work Product”), developed in whole or in part by CBDx in connection with the Project, will be the exclusive property of the Client.
License protected fonts, photography, and/or video used in connection with the Project are excluded.
9. Reproduction of Product
Upon successful completion of all compensation terms and outstanding balances owed to CBDx, the Client is granted full and unlimited reproduction rights to the Project.
10. Confidential Information
Each party acknowledges that, in connection with this Agreement, it may receive certain confidential or proprietary technical and business information and materials of the other party, including, without limitation, Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain, in strict confidence, all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information, except as may be necessary to perform its obligations under the Proposal, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
11. Compliance with Laws
CBDx shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the known relevant rules and regulations. Client, upon acceptance of the Deliverables, shall be responsible for conformance with all laws relating to the transfer of software and technology.
The Services shall include the selection and specifications for materials and construction details as described in the Proposal. However, Client acknowledges and agrees that CBDx is not a licensed engineer or architect, and that responsibility for the interpretation of design drawings and the design and engineering of all work performed under this Agreement (“Engineering”)is the sole responsibility of Client and/or its architect, engineer or fabricator. Think of us as your extended team. Every client has full access to a dynamic team that combines both the creative and analytical expertise needed to conquer communication, brand and identity challenges.
13. Relationship of the Parties
13.1 Independent Contractor. CBDx is an independent contractor, not an employee of Client or any company affiliated with Client. CBDx shall provide the Services under the general direction of Client, but CBDx shall determine, in the sole discretion of CBDx, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture, and neither party is authorized to act as agent or bind the other party, except as expressly stated in this Agreement. CBDx and the work product or Deliverables prepared by CBDx shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
13.2 CBDx Agents. CBDx shall be permitted to engage and/or use third party designers, researchers, writers, photographers or other service providers as independent contractors in connection with the Services (“Agents”). Notwithstanding, CBDx shall remain fully responsible for such CBDx Agents’ compliance with the various terms and conditions of this Agreement.
13.3 No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any CBDx employee or Agent of CBDx, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that CBDx shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. Payment of the commission will be due within 30 days of the employment starting date or work commencement date. CBDx, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
13.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by CBDx, and CBDx shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by CBDx .
14. Warranties and Representations
14.1 By Client. Client represents, warrants and covenants to CBDx that (a) Client owns all rights, title and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content, as well as any Trademarks in connection with the Project, does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
14.2 By CBDx. CBDx hereby represents, warrants and covenants to Client that (a) CBDx will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. (b) CBDx further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of CBDx and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by CBDx, CBDx shall have secure agreements from such contractors granting all necessary rights, title and interest in and to the Final Deliverables sufficient for CBDx to grant the intellectual property rights provided in this Agreement, and (iii) to the best knowledge of CBDx, the Final Art provided by CBDx and the subcontractors of CBDx does not infringe the rights of any party, and use of same, in connection with the Project, will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of CBDx shall be void. (c) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, CBDx MAKES NO WARRANTIES WHATSOEVER. CBDx EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.
15. Interactive & Media Project Support Services
15.1 Warranty Period.“Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies reported during the first month following the completion of the Deliverables. Development of enhancements to the Project or other services outside the scope of the Proposal shall be billed at the standard hourly rates of CBDx then in effect upon the date of the request for additional support.
15.2 Maintenance Period. Upon expiration of the Warranty Period and at Client’s option, CBDx will provide Support Services for the following 2 years (“Maintenance Period”) for a monthly fee. The parties may extend the Maintenance Period beyond one year upon mutual written agreement.
16. Term and Termination
16.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
16.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
16.3 In the event of termination, CBDx shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, and/or (c) hourly fees for work performed by CBDx or the agents of CBDx as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, and out of pockets together with any Additional Costs incurred through and up to the date of cancellation.
16.4 In the event of termination by Client and upon full payment of compensation as provided herein, CBDx will provide Client with Final Work.