Professional Work Agreement

What Client promises Gryphos:

• Payments. Client promises to pay Gryphos the total sum (“Fee”) of services selected based on the payment terms selected in this agreement. Client agrees and understand that the Fee is an estimation of cost and actual cost incurred are subject to change. If Client requests the use of any third-party content (such as stock photos) in the Services rendered, Client promises to pay the actual cost of licensing that third-party content for use in the Services. Client agrees that until Fees are paid in full, Client will
  not acquire the rights, or license, to use or transfer ownership of anything created by Gryphos for Client under this Agreement.
• Pay For Extra Work. Gryphos agrees that the Fee Client owes will cover in full all of the work listed in Schedule A, unless otherwise dictated as an Hourly Rate Project. If Services are listed as an Hourly Rate Project, Client will be billed as stated in Schedule A. Client agrees that if Client ask Gryphos to make changes or do other works not covered in Schedule A by this Agreement, an hourly rate of $180 per hour and this payment will be in addition to all other amounts Client owes Gryphos under this Agreement. If Client request work outside the scope of this Agreement, Gryphos may have extra time to send final files.
• Client Has Rights To The Client Content. Client promises that: (a) Client own the rights to use anything provided to Gryphos (“Client Content”); and (b) using such Client Content does not violate the patent, copyright, trade secret or other property right of any person, firm or entity. Client grants Gryphos a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Services being provided for Client under this Agreement and my limited promotional uses as allowed by this Agreement. Client also affirms and represents that this Agreement does not conflict with any other contract, agreement or understanding to which Client is a party.
• Client Promises To Provide Feedback. Client agrees that Gryphos cannot send final files unless Client has given timely feedback and approvals. Client agrees to provide timely feedback so that Gryphos can understand the concerns, objections or corrections to the Services. Gryphos agrees to listen to the feedback and make changes to the Services in response to Client feedback. Client promises not to unreasonably withhold approval. Finally, Client agrees that the work on this project will be complete, and the Agreement will end after Gryphos delivers the final files approved by Client.
• Client approvals. It is Client’s responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. Gryphos is not liable for errors or omissions. Client's approval, or that of an authorized representative, is required on all mechanicals or artwork prior to release for printing or other implementation. Approve may or may not be signature on hardcopy or electronic confirmation depending on the nature of the Services.
• Out-of-pocket expenses. Expenses are itemized on each invoice. Expenses are subject to North Carolina sales tax unless 1) Client is a nonprofit organization; or 2) the Work is for resale and Client has submitted a resale certificate to Gryphos. If consultant or supervisory services are required in out-of-town locations, we will bill lodgings, meals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.
• Timely Payment. Gryphos understand that things can happen to delay payments. However, if an invoice is past due you are subject to fees being applied to your account balance for $25/month. Invoices deemed "Excessively Late" (more than 5 months past due) are subject to late fees applied weekly until the outstanding balances have been paid in full. This fee is based on the outstanding balance and months past due and applied on a per Client basis.

What Gryphos agrees to do:

• Description of the Services. Gryphos will provide Multiple Design Services (the "Designs") for the Client by timely providing the services listed on Schedule A (the "Services") in a professional and timely manner. All Services shall comply with standards currently employed by the Client. The parties may at any time modify the scope of the Services by including desired changes in a written "change order" that explains the changes and the adjustment to the payment for the Services that will result from such changes. Such change order shall become effective when signed and dated by both parties.
• Media Purchases. Gryphos. may purchase media on behalf of Client with Client’s approval of such purchases. Media will be billed at the rate of media plus an agency commission of upto 20%. Media purchases may be subject to other agency fees depending on the scope of work required. Such fees will be addressed within Schedule A.
• Term / Scheduling. The Agreement will continue for the days specified in Schedule A from the execution date set by initial payment. Gryphos will begin the Services on the designated date and continue until the “satisfactory completion” of the Services.
  • The term "satisfactory completion" of the Services means when the creative services are finalized and perform to the specifications as set forth on Schedule A. IF, “satisfactory completion” isn’t agreed within the terms above. Payments will remain until the “satisfactory completion” has been agreed upon.
• Final Files. Final files will be delivered to Client in a reasonable amount of time upon completion of Services. Files will be delivered either electronically, or hard copy depending on the nature of Services and Client needs.

What Gryphos promises Client:

• Original Work/Conflicts/Confidentiality. Gryphos promises that, except for anything that Client provides to incorporate into the Services: (a) Our work will be original and will not be copied in whole or in part from any other work; (b) Gryphos own the rights that we are providing to Client under this Agreement, or have secured such rights to any third-party content incorporated into the Services; and (c) the work does not violate the patent, copyright, trade secret or other property right of any person, firm or entity. Gryphos promise that this Agreement does not conflict with any other contract, agreement or understanding to which Gryphos is a party. Finally, Gryphos promises to hold and maintain in strict confidence any confidential information that Client provides (such as proprietary, technical, or business, information), and I will not disclose such information to any third party except as may be required by a court or governmental authority.
• Design Team. Gryphos will use only qualified personnel to provide the Services (the "Design Team"). Gryphos reserves the right to make changes to the Design Team in its sole discretion and will provide prior written notice of any anticipated change and a reasonable explanation for the change. Orientation of replacement personnel shall be at Gryphos’ expense.
• Confidentiality. Gryphos will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Gryphos, or divulge, disclose, or communicate in any manner any information that is proprietary to the Client (e.g., trade secrets, know-how and confidential information). Gryphos will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Gryphos will return to the Client all records, notes, documentation and other items that were used, created, or controlled by Gryphos during the term of this Agreement. The Client may seek and obtain injunctive relief against the release or threatened release of such information in addition to any other legal remedies which may be available.
• Supplier Performances. While Gryphos takes precautions, in the absence of negligence on Gryphos’ part, however, Gryphos is not responsible for loss, destruction or damage or unauthorized use by others of such property. Gryphos will use its best efforts to ensure quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise reproduced) pieces. Although Gryphos may use its best efforts to guard against any loss to Client through the failure of our vendors, media, or others to perform in accordance with their commitments, Gryphos is not responsible for failure on their part.

Rights for both parties:

• Rights Before Paid In Full. Client understands and agrees that until Client has paid Fees in full, Gryphos owns full rights to each and every original design created for Client under this Agreement. If Client doesn’t pay Gryphos in full, Client agrees that Gryphos can complete, exhibit, use, and sell the works created at sole and absolute discretion of Gryphos. Client also agrees that Gryphos owns all of the concepts created before selection of the final works provided.
• Rights After Paid In Full. Gryphos understands and agrees that after Fees are paid in full, Client will own the rights (as defined in this Agreement) to the final works that Client has approved and Gryphos created for Client. Client understands and
  agrees that Gryphos owns all of the concepts/preliminary designs created before selecting the final works, except for elements in those concepts that are incorporated into the final works that Gryphos delivers to Client. Client will receive rights for
  the final work only. Client agrees that Gryphos will retain the right to use the final works and all preliminary works in competitions, publications for the industry, educational purposes, and in marketing Gryphos. Client will be solely responsible to make sure that the works created for Client will be available for use in commerce and protectable under trademark law.
• Right To Make Changes. Gryphos agrees that after Client has paid in full, Client may make any changes or additions to the works created under this Agreement, which in the discretion of the Client may be considered necessary, and Client may engage others to make any such changes or additions, without further payments to Gryphos. Client agrees that if Client ask Gryphos to make changes or additions to the work after approval of the final files, additional payments may be required. Gryphos and Client
  will negotiate such terms on a separate basis and is not considered a part of this Agreement.
• Rights For Logo Designs. If the works being provided to Client includes the design of a logo, Gryphos will give Client the full rights to use the logo design created in any and all media without restrictions of any kind. Additionally, Gryphos agrees that after Fees are paid in full, Gryphos will cooperate with Client and execute any additional documents reasonably requested by Client to evidence such assignment of rights.
• Rights For Works Other Than Logos. For any non-logo works created for Client, Gryphos gives the following rights:
  • Specify copyright assignment
    • Full rights to use works in its intended form. Rights to distribute works to promote Client with the limitations of modification to works of art, or reselling or works outside of buy-outs, mergers, or acquisitions.
    • If Client wishes to purchase a right that’s not listed in this paragraph, Client and Gryphos will need to negotiate a separate license for such additional rights, and such fees will be separate from this Agreement.

Miscellaneous Terms:

• Independent Contractor. Gryphos is an independent contractor with respect to its relationship
  to the Client. Neither Gryphos nor Gryphos' employees are or shall be deemed for any purpose to be employees of the Client. The Client shall not be responsible to Gryphos, Gryphos' employees, or any governing body for any payroll taxes related to the performance of the Services.
• Indemnity. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorney's fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.
• Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD
  PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOSS BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
• Assignment. This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the
  other party. Any attempt to make such assignment shall be void.
• Attorney's Fees. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.
• Termination. Either party may terminate this Agreement at any time by providing 30 days in advance written notice. In the event of such termination, the Client shall be obligated to pay only for actual services provided by Gryphos and for expenditures incurred with the Client's approval. Unless otherwise terminated, this Agreement will terminate upon completion of the Services. All warranty obligations of Gryphos shall survive any termination of this agreement.
• Termination on Default. If a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default. The party in default shall have 14 business days from the effective date of such notice to cure the default(s). Unless waived by the party providing the notice, the failure to cure the default(s) within such time period shall result in the
  automatic termination of this Agreement.
• Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of
  this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of
  this Agreement.
• Governing Law / Forum. This Agreement shall be construed in accordance with the internal laws of the State of North
  Carolina, without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the State of North Carolina, and both parties expressly consent to jurisdiction in such courts.
• Complete Contract / Amendment. This Agreement supersedes all prior agreements and understandings between the parties
  for performance of the Services and constitutes the complete agreement and understanding between the parties. The parties may amend this Agreement in a written document signed by both parties.
• “Works”: graphics, designs, coding, writing, or any other tangibly provided format.
• “Final File(s)”: Completed project in the format needed for production. Gryphos reserves the right to retain all source files, unless otherwise stated above.
• “Change Order”: Modifications/Additions on Scope of Work provided in Schedule A.
• “Media”: Media may be but is not limited to, printed materials, promotional items, magazine or other print advertisements, advertising placements or internet-based banners, domain names, or any other items that are necessary to perform the task listed within Schedule A.
• “Hourly Rate Project”: Works being created on an estimate basis where actual Fees incurred are calculated from hours worked.