Freelance Contract Template for Graphic Designers

"Approved Design" means any Deliverable, or element of a Deliverable, that the Client has approved in writing, or is deemed to have approved, in accordance with this Contract.

"Business Day" means any day other than a Saturday, a Sunday or a public holiday in [Designer's Jurisdiction].

"Creative Brief" means the written description of the Client's objectives, target audience, style preferences, content requirements, technical specifications and other project parameters, as set out in this Contract and as confirmed in writing by both Parties before the Designer commences work.

"Deliverables" means the final graphic design works described in the Project Scope, in the file formats specified therein, that the Designer is to deliver to the Client under this Contract, excluding Working Materials.

"Deposit" means the non-refundable upfront payment of [Percentage]% of the Total Fee, payable by the Client before the Designer commences any work.

"Fees" means the Total Fee together with any additional amounts payable by the Client under this Contract, including charges for Change Requests, additional revision rounds, expedited work and Third-Party Costs.

"Total Fee" means the aggregate fee for the Project in the amount of [Total Fee Amount] [Currency], exclusive of applicable taxes.

"Intellectual Property Rights" means all copyrights, design rights, trademarks, trade dress, moral rights (to the extent assertable), database rights, rights in know-how and all other intellectual or industrial property rights, whether registered or unregistered, anywhere in the world.

"Licensed Uses" means the specific uses of the Approved Designs permitted under this Contract, as described in the license provisions of this Contract, including the medium, territory, duration and purpose specified therein.

"Milestone" means each stage of the Project identified in the milestone schedule in this Contract, upon completion of which a Milestone Payment falls due.

"Milestone Payment" means each installment of the Total Fee payable upon or by reference to a Milestone.

"Project" means the graphic design project described in the Project Scope and Creative Brief.

"Project Scope" means the description of the design services and Deliverables to be provided by the Designer, as set out in this Contract.

"Revision Round" means one consolidated set of written amendments to a Deliverable, submitted by the Client in a single communication, within the Project Scope and Creative Brief.

"Source Files" means the native, layered, editable, working or project files in which the Deliverables are created, including templates, vector construction files, fonts, mockups, and associated assets.

"Third-Party Costs" means any costs of stock imagery, fonts, plug-ins, printing, hosting, licensing or other third-party materials or services that are required for the Project and that are not expressly included in the Total Fee.

"Working Materials" means all sketches, drafts, preliminary concepts, rejected or unselected concepts, variations, research, notes, Source Files and other materials created by the Designer in the course of the Project, other than the Deliverables.

In this Contract, headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; "including" means "including without limitation"; and references to "writing" include email but exclude instant messaging unless expressly confirmed by the Parties.

In the event of any conflict between the Creative Brief and the express terms of this Contract, the express terms of this Contract shall prevail.

The Client hereby engages the Designer, and the Designer hereby agrees to provide the design services described in this Contract, on the terms and subject to the conditions set out herein.

The Designer is an independent contractor and not an employee, partner, agent, joint venturer or legal representative of the Client. Nothing in this Contract creates an employment or similar relationship between the Parties or between the Client and any personnel of the Designer.

The Designer shall have sole discretion and control over the manner, means, methods, tools, location and hours by which the services are performed, subject to the Creative Brief, the Milestone schedule and the requirements of this Contract. The Client shall not direct or supervise the day-to-day performance of the services.

The Designer shall be solely responsible for its own taxes, social contributions, insurance, equipment, software licenses and business expenses, and the Client shall not be required to withhold or pay any such amounts on the Designer's behalf, except where withholding is mandatory under applicable law.

The Designer is free to provide services to other clients during the term of this Contract, provided that doing so does not breach the Designer's confidentiality obligations hereunder or materially impair the Designer's ability to meet the Milestone schedule.

The Designer may engage assistants or subcontractors at its discretion, provided that the Designer remains responsible for their performance and ensures that they are bound by obligations of confidentiality and intellectual property assignment consistent with this Contract.

The engagement is non-exclusive, and the Client acknowledges that the Designer has no obligation to provide services beyond the Project Scope. Any additional work shall require a written agreement between the Parties.

The Designer shall provide the following graphic design services and Deliverables to the Client: [Description of Services and Deliverables, e.g., logo design, brand identity, packaging, marketing collateral, digital assets], in the quantities, dimensions and file formats set out as follows: [Specifications and File Formats].

The Creative Brief shall consist of the following: [Project Objectives], [Target Audience], [Style, Tone and Visual References], [Mandatory Content and Text], [Technical Requirements], and [Other Parameters]. The Parties shall confirm the Creative Brief in writing before the Designer commences work.

The Designer shall use reasonable professional skill and care in interpreting the Creative Brief and in developing the Deliverables. Creative and aesthetic decisions within the Creative Brief remain within the Designer's professional discretion, and the Client acknowledges that design is a subjective discipline and that dissatisfaction with style alone does not constitute a failure to perform.

The Client shall provide a complete and accurate Creative Brief. The Designer shall be entitled to rely on the Creative Brief and on all information, text, images, logos and materials furnished by the Client, and shall have no responsibility for errors, omissions or inaccuracies therein.

The Project Scope includes only the services and Deliverables expressly described in this Contract. Anything not expressly described, including additional concepts, formats, sizes, adaptations, translations, copywriting, photography, illustration, printing supervision, production, web development, trademark searches, or ongoing support, is excluded unless agreed under the change request procedure of this Contract.

The Designer shall not be responsible for the legal clearance of any text, name, slogan, mark, or content supplied by the Client, nor for conducting any trademark, design or copyright searches in relation to the Deliverables unless expressly included in the Project Scope.

If the Client materially changes the objectives or direction set out in the Creative Brief after the Designer has commenced work, such change shall be treated as a Change Request.

The Designer shall perform the Project in the following Milestones: Milestone 1: [Description], to be delivered by [Date]; Milestone 2: [Description], to be delivered by [Date]; Milestone 3: [Description], to be delivered by [Date]; and such further Milestones as the Parties may agree in writing: [Additional Milestones].

The Designer's commencement of work is conditional upon the Designer's receipt of (a) the signed Contract, (b) the cleared Deposit, and (c) the complete Creative Brief and all materials required from the Client. The dates in the Milestone schedule are calculated from the date on which the last of these conditions is satisfied.

The Milestone dates are good-faith estimates and shall be extended on a day-for-day basis for any delay in the Client's provision of materials, feedback, approvals or payments, and for any delay arising from a Change Request, Force Majeure Event or other cause beyond the Designer's reasonable control. Time shall not be of the essence for the Designer's performance.

Upon completion of each Milestone, the Designer shall submit the relevant work to the Client by email or other agreed electronic means, in the form of preview, low-resolution or watermarked files, as determined by the Designer.

The Client shall review each Milestone submission and provide written approval or consolidated written feedback within [Number] Business Days of receipt. If the Client fails to respond within that period, the Milestone shall be deemed approved, and the Designer may proceed to the next Milestone and invoice the relevant Milestone Payment.

Where the Client's delay in providing feedback, approvals, materials or payment exceeds [Number] Business Days, the Designer may reschedule the Project to the Designer's next available production window, and the Designer shall not be liable for any resulting delay or loss.

The Designer shall promptly notify the Client of any anticipated material delay to a Milestone and the revised estimated delivery date.

The Fees include one (1) Revision Round for each Milestone submission, or, where the Project Scope so states, one (1) Revision Round for the Project as a whole [Revision Round Basis]. The Revision Round shall be limited to refinements within the scope of the Approved Creative Brief.

The Client shall submit all requested revisions in a single, consolidated written communication within the review period set out in this Contract. Revisions provided piecemeal, or after the review period has lapsed, may be treated by the Designer as additional Revision Rounds or as Change Requests.

Any revision requested beyond the included Revision Round, including any further round of amendments, shall be charged at the Designer's hourly rate of [Hourly Rate] [Currency] per hour or at such fixed price as the Designer quotes in writing, and shall be payable in accordance with this Contract.

A "Change Request" means any request by the Client that (a) alters, adds to or departs from the Project Scope or Creative Brief, (b) requires the Designer to abandon or substantially redo approved work, or (c) requires additional deliverables, formats or services. The Designer is under no obligation to accept any Change Request.

Upon receipt of a Change Request, the Designer shall inform the Client whether it accepts the request and, if so, the additional Fees, the effect on the Milestone schedule and any other adjustments required. No Change Request shall take effect until the Client has approved the Designer's written quotation, and the Designer may suspend work on the affected parts pending such approval.

Once a Milestone is approved or deemed approved, the work comprising that Milestone shall be final, and any subsequent changes to it shall constitute a Change Request chargeable accordingly.

In consideration of the services, the Client shall pay the Designer the Total Fee of [Total Fee Amount] [Currency], plus any applicable taxes, in the manner set out in this Contract.

The Client shall pay the Deposit, being [Percentage]% of the Total Fee, being [Deposit Amount] [Currency], before the Designer commences any work. The Deposit is non-refundable in all circumstances, including cancellation or termination by the Client for convenience, abandonment of the Project by the Client, or the Client's failure to provide materials or feedback, save where otherwise required by mandatory law.

The Parties acknowledge that the Deposit compensates the Designer for reserving production capacity, for declining other work and for preliminary work, and that it is a reasonable pre-estimate of the Designer's loss and not a penalty. The Deposit shall be credited against the Total Fee, unless the Project is cancelled, in which case it is retained by the Designer.

The balance of the Total Fee shall be paid in Milestone Payments as follows: Milestone 1: [Amount or Percentage]% on [Payment Trigger]; Milestone 2: [Amount or Percentage]% on [Payment Trigger]; Milestone 3: [Amount or Percentage]% on [Payment Trigger]; [Further Milestone Payments].

The Fees do not include Third-Party Costs, which shall be borne by the Client. The Designer shall obtain the Client's approval before incurring any Third-Party Cost exceeding [Amount] [Currency] and may require the Client to pay such costs directly or in advance.

All Fees are exclusive of value added tax, sales tax, withholding tax, duties and similar charges, which shall be borne by the Client. If the Client is required by law to withhold any tax, the Client shall gross up the payment so that the Designer receives the full amount that would have been received absent such withholding.

Milestone Payments are due upon completion of the corresponding Milestone and are not conditional upon the Client's satisfaction with later Milestones. Payments are not subject to set-off, counterclaim or deduction.

Fees for expedited work, rush delivery or work outside the Project Scope shall be agreed in writing and shall be additional to the Total Fee.

The Designer shall invoice the Client for each Milestone Payment upon completion of the relevant Milestone or upon the deemed approval thereof, and for additional Fees as and when they are incurred. The Deposit invoice shall be issued upon signing of this Contract.

Unless otherwise stated in the invoice, each invoice shall be payable within [Number] days of the invoice date, by bank transfer or another method specified by the Designer, to the account notified in the invoice: [Bank Account Details]. Payment is deemed made when cleared funds are received by the Designer.

If the Client fails to pay any amount by its due date, interest shall accrue on the overdue amount from the due date until payment in full at the rate of [Interest Rate]% per [month/annum], or the maximum rate permitted by law, if lower, without prejudice to the Designer's other rights and remedies.

The Client shall reimburse the Designer for all reasonable costs of collection, including legal fees, collection agency charges and court costs, incurred in recovering any overdue amount.

If any amount remains unpaid [Number] days after its due date, the Designer may, upon written or email notice and without liability, suspend all services and withhold all Deliverables and Working Materials until all overdue amounts, together with accrued interest and costs, have been paid in full.

During any period of suspension, the Milestone schedule shall be tolled, the Designer shall be entitled to reschedule the work, and the Designer may charge a reasonable reactivation fee of [Amount] [Currency] if the suspension lasts more than [Number] days. Suspension shall not relieve the Client of any payment obligation.

The Designer's rights under this section are in addition to its rights of termination under this Contract. If the Client disputes an invoice in good faith, it shall notify the Designer in writing within [Number] days of receipt, giving reasons, and shall pay the undisputed portion by the due date.

The Client shall provide to the Designer, in a timely manner and at no charge, all information, text, images, logos, brand guidelines, specifications, access credentials and other materials reasonably required to perform the services, in suitable digital formats.

The Client shall designate [Client Representative Name and Contact Details] as its authorized representative, who shall have authority to give instructions, feedback and approvals on behalf of the Client. The Designer may rely on communications from such representative as binding on the Client.

The Client shall consolidate all feedback from its personnel, stakeholders and advisors into a single set of instructions before submitting them to the Designer, and shall be responsible for resolving any internal disagreements.

The Client shall review submissions and respond within the periods stated in this Contract. Approval of a Milestone, whether express or deemed, shall be final and binding, and shall constitute acceptance that the approved work conforms to the Creative Brief and the Project Scope.

The Client shall ensure that all materials it supplies are accurate, lawful and not subject to any third-party right that would be infringed by their use in the Project, and that it holds all rights, licenses and permissions necessary for the Designer to use such materials for the Project.

The Client shall be solely responsible for proofreading all text, data, contact details, legal notices and other content in the Deliverables before approval, and for obtaining any regulatory, legal or other clearance required for its use of the Deliverables. The Designer shall not be liable for errors in the Approved Designs that were not identified by the Client prior to approval.

The Client shall not, without the Designer's written consent, modify, alter or create derivative works from any Deliverable in a manner that falsely attributes such modification to the Designer.

Subject to the Client's payment of all Fees due under this Contract in full and in cleared funds, the Designer shall deliver the final Deliverables to the Client in the file formats specified in the Project Scope, by electronic transfer to [Delivery Method / Email Address].

The Deliverables shall be released only after receipt of full payment of the Total Fee and any other amounts then due. Until such payment is received, the Designer shall provide only low-resolution, watermarked or otherwise protected previews, which the Client may use solely for internal review and for no other purpose.

Delivery shall be deemed complete when the Designer transmits the Deliverables to the Client's designated address or makes them available for download. The Client shall inspect the Deliverables within [Number] Business Days of delivery and notify the Designer in writing of any failure to conform to the Approved Designs, failing which the Deliverables shall be deemed accepted.

Where the Deliverables fail to conform to the Approved Designs, the Designer's sole obligation shall be to correct the non-conformity within a reasonable time, at no additional charge.

The Designer retains all Working Materials, including drafts, sketches, preliminary and rejected concepts, variations and Source Files. The Working Materials form no part of the Deliverables and shall not be delivered to the Client.

Source Files are not included in the Deliverables, and nothing in this Contract obliges the Designer to deliver them. Should the Client wish to obtain Source Files, such delivery shall be subject to a separate written agreement and additional fees, as determined by the Designer in its sole discretion, which may include a separate license or assignment.

The Designer is under no obligation to archive or retain any Deliverables or Working Materials after delivery, and shall have no liability for their loss or deletion after [Number] months from delivery. The Client shall be responsible for backing up the Deliverables.

All Intellectual Property Rights in and to the Deliverables, the Working Materials, the Source Files, and any concepts, ideas, methods, styles, techniques, templates, fonts and tools used or developed by the Designer, are and shall remain the sole and exclusive property of the Designer, and nothing in this Contract effects an assignment or transfer of any such rights, except as expressly stated herein.

Subject to the Client's payment in full of all Fees, the Designer grants to the Client a non-exclusive, non-transferable, non-sublicensable, royalty-free (following payment of the Fees) license to use the Approved Designs solely for the Licensed Uses, being: [Permitted Uses and Media], within [Territory], for a period of [Duration / Perpetual].

The license shall not extend to any use not expressly specified as a Licensed Use. Any additional use, including use in other media, territories, products or campaigns, resale, merchandising, or use beyond the stated duration, requires the Designer's prior written consent and may be subject to additional license fees.

The Client shall not (a) assign, sell, sublicense or transfer the license or the Approved Designs to any third party, except to a successor to all or substantially all of the Client's business that agrees in writing to be bound by this Contract; (b) register, or attempt to register, any Approved Design or any element thereof as a trademark, design or copyright in its own or any third party's name; or (c) use the Approved Designs in any unlawful, defamatory or misleading manner.

Because the license is non-exclusive, the Designer remains free to use its general skills, know-how and non-distinctive elements and techniques, and to create similar works for others, provided that the Designer does not reproduce the Approved Designs in their final form for any other client.

Any preliminary or rejected concepts, and any Working Materials, are not licensed to the Client, and the Client shall not use them in any manner. Any use of such materials by the Client shall constitute infringement.

The license is conditional upon full payment of the Fees. If the Client fails to make any payment when due, the Designer may suspend the license on notice, and any use of the Approved Designs after suspension shall be unauthorized.

Third-party materials, such as stock imagery and fonts, are subject to the terms of their respective licenses, which the Client shall comply with, and the license granted herein does not extend to such materials except as permitted by those terms.

The Client's license shall terminate automatically upon any material breach of its terms by the Client that remains uncured for [Number] days after written notice.

The Client shall credit the Designer as the creator of the Deliverables in the form [Credit Line, e.g., "Design by [Designer Name]"], in a reasonably visible location, wherever the Approved Designs are published, displayed or distributed in a digital or public context, where reasonably practicable.

Where the Client fails to provide credit as required, the Client shall, upon the Designer's request, rectify the omission within [Number] Business Days where practicable, without prejudice to the Designer's other remedies.

The Designer shall have the right to reproduce, display and publish the Approved Designs, and the process and results of the Project, in the Designer's portfolio, website, social media channels, case studies, presentations, awards submissions and promotional materials, in any media, worldwide and without time limit, and to identify the Client as a client of the Designer.

The Designer's portfolio rights shall not extend to the disclosure of any Client Confidential Information that is not publicly available. The Designer may defer any public showing of the Deliverables until [Publication Date or Event], where the Client reasonably requests such deferral in writing prior to delivery.

The Designer may include the Working Materials, preliminary concepts and process documentation in its portfolio, provided that no Client Confidential Information is disclosed and that no rejected concept is presented as having been adopted by the Client.

The Client shall not remove, obscure or alter any credit, signature or attribution embedded in the Deliverables by the Designer, without the Designer's written consent.

The Client may opt out of the Designer's credit and portfolio rights only by prior written agreement, which may be subject to an additional fee of [Opt-Out Fee] [Currency].

"Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Contract that is marked confidential or that a reasonable person would understand to be confidential, including the Client's unreleased products, business plans, and the Designer's pricing, methods and Working Materials, but excluding information that is or becomes publicly available other than through breach, was already known to the receiving Party, is independently developed, or is lawfully obtained from a third party without restriction.

The receiving Party shall (a) use Confidential Information solely for the purposes of performing or exercising its rights under this Contract; (b) not disclose it to any third party, other than to its employees, subcontractors and professional advisors who need to know it and are bound by equivalent obligations of confidentiality; and (c) protect it with at least a reasonable standard of care.

The receiving Party may disclose Confidential Information to the extent required by law, court order or governmental authority, provided that it gives the disclosing Party prompt notice, where lawful, and discloses only the minimum necessary.

The existence and terms of this Contract, and the Fees, shall be treated as the Confidential Information of both Parties, save that the Designer may identify the Client and display the Approved Designs as provided in this Contract.

Upon the written request of the disclosing Party, the receiving Party shall return or destroy the disclosing Party's Confidential Information, except that the Designer may retain the Working Materials, Source Files, and copies required for legal, accounting or backup purposes, which shall remain subject to this section.

The obligations in this section shall continue during the term of this Contract and for [Number] years following its expiry or termination, and indefinitely for any trade secrets.

Each Party acknowledges that a breach of this section may cause irreparable harm for which damages are inadequate, and the non-breaching Party shall be entitled to seek injunctive relief without the need to prove actual damages or post a bond.

The Designer represents and warrants that (a) it has the right and authority to enter into this Contract; and (b) to the best of its knowledge, the Deliverables, when delivered, will be original works of the Designer, excluding any materials supplied by the Client or third-party materials.

The Designer shall perform the services with reasonable professional skill and care. Except as expressly stated in this Contract, the Designer makes no other representation or warranty, and all implied warranties, conditions and terms, including those of merchantability, fitness for a particular purpose, non-infringement, and satisfactory quality, are excluded to the maximum extent permitted by law.

The Designer does not warrant that the Deliverables will achieve any particular commercial result, increase sales, or be capable of registration as a trademark or design, or that they will be free from third-party rights in any jurisdiction, as no searches or clearances are included in the Project Scope.

The Client represents and warrants that (a) it has the right and authority to enter into this Contract; (b) it is acting for business purposes; (c) all materials it provides, and the Designer's use of them as contemplated by this Contract, do not and will not infringe or violate any third-party right or any law; and (d) it will use the Deliverables only in accordance with this Contract and applicable law.

The Client acknowledges that it has not relied upon any statement, promise or representation not expressly contained in this Contract, and that it has had the opportunity to obtain independent legal advice.

Any warranty claim in respect of the Deliverables must be notified in writing within [Number] days of delivery, failing which the claim is waived. The Client's sole and exclusive remedy for breach of the Designer's warranties is correction of the non-conforming Deliverable or, where correction is not reasonably possible, a refund of the Milestone Payment paid for the affected Deliverable, excluding the Deposit.

To the maximum extent permitted by law, the Designer shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any indirect, incidental, special, consequential or punitive damages, or for any loss of profit, revenue, business, goodwill, anticipated savings or data, arising out of or in connection with this Contract, even if advised of the possibility of such loss.

The Designer's total aggregate liability arising out of or in connection with this Contract shall not exceed the amount of Fees actually paid by the Client to the Designer under this Contract during the [Number] months preceding the event giving rise to the claim, excluding the Deposit.

Nothing in this Contract excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud or for death or personal injury caused by negligence.

The Client shall indemnify, defend and hold harmless the Designer, its personnel and subcontractors from and against all claims, losses, damages, liabilities, costs and expenses, including reasonable legal fees, arising out of or in connection with (a) any materials, text, content or instructions supplied by the Client; (b) the Client's use of the Deliverables beyond the Licensed Uses or in breach of this Contract; (c) any claim that the Client's business, products or services infringe any third-party right or violate any law; or (d) the Client's breach of this Contract.

The Designer shall promptly notify the Client of any claim for which indemnification is sought, and the Client shall assume the defense with counsel reasonably acceptable to the Designer. The Designer may participate at its own expense, and the Client shall not settle any claim in a manner that imposes any obligation or admission on the Designer without the Designer's prior written consent.

The Client shall be solely responsible for the decision to use the Deliverables and for any consequence of such use, including the verification of legal compliance, trademark availability and suitability for its intended purpose.

The Client shall bring any claim against the Designer within [Number] months of the date on which the cause of action arose, failing which the claim shall be time-barred to the extent permitted by law.

This Contract shall commence on the Effective Date and, unless terminated earlier in accordance with its terms, shall continue until the Designer has delivered the final Deliverables and the Client has paid all Fees in full, or until [End Date], whichever is later (the "Term").

Either Party may terminate this Contract upon written notice if the other Party commits a material breach and fails to remedy it within [Number] days of receiving written notice specifying the breach, except that no cure period applies to a breach that is incapable of remedy or to a failure to pay.

The Designer may terminate this Contract immediately upon written notice if (a) the Client fails to pay any amount when due and does not cure within [Number] days after notice; (b) the Client fails to provide materials, feedback or approvals for more than [Number] days; (c) the Client becomes insolvent, bankrupt or enters into any arrangement with creditors; or (d) the Client breaches the confidentiality or license restrictions of this Contract.

The Client may terminate this Contract for convenience upon [Number] days' written notice to the Designer. In such case, the Client shall pay (a) the Deposit, which is non-refundable, (b) all Milestone Payments for Milestones completed or commenced as of the termination date, and (c) a pro-rata portion of the Fees for any work performed on any incomplete Milestone, as reasonably determined by the Designer, together with all Third-Party Costs incurred or committed.

Upon termination for any reason, the Client shall immediately pay all outstanding Fees and costs. Any license granted under this Contract shall extend only to Approved Designs for which all Fees have been paid in full, and the Designer shall have no obligation to deliver any incomplete work or Working Materials.

If this Contract is terminated by the Designer for the Client's breach, the Client shall have no right to use any Deliverable or Working Material for which payment has not been made in full, and any license shall terminate immediately.

The following provisions shall survive expiry or termination: the sections on Fees, Invoicing, Delivery and Retention of Working Materials, Intellectual Property, Designer Credit and Portfolio Rights, Confidentiality, Representations and Warranties, Limitation of Liability and Indemnification, Governing Law and Dispute Resolution, and General Provisions, together with any other provision that by its nature is intended to survive.

"Force Majeure Event" means any event or circumstance beyond a Party's reasonable control, including natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, governmental action, embargo, labor disputes, failure of public utilities or telecommunications networks, widespread internet or power outages, cyber-attacks, illness or incapacity of the Designer, or the failure of third-party suppliers or platforms.

Neither Party shall be liable for any delay or failure to perform its obligations under this Contract, other than an obligation to pay money, to the extent that such delay or failure is caused by a Force Majeure Event.

The affected Party shall notify the other Party promptly of the Force Majeure Event, its expected duration and its effect on performance, and shall use reasonable efforts to mitigate its effects and resume performance as soon as practicable.

The Milestone schedule shall be extended by a period equal to the delay caused by the Force Majeure Event, together with such further period as is reasonably necessary to resume performance, having regard to the Designer's other commitments.

If a Force Majeure Event continues for more than [Number] consecutive days, either Party may terminate this Contract upon written notice to the other Party. In such case, the Client shall pay for all work performed up to the date of termination and all Third-Party Costs incurred, and the Deposit shall remain non-refundable.

A Force Majeure Event affecting the Client shall not excuse the Client from its obligation to pay Fees accrued or due.

This Contract, and any dispute, claim or controversy arising out of or in connection with it, including its formation, validity, interpretation, performance, breach or termination, and any non-contractual obligations, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute amicably through good-faith negotiations between their authorized representatives. Either Party may initiate such negotiations by giving written notice describing the dispute, and the Parties shall meet or confer within [Number] days of such notice.

If the dispute is not resolved within [Number] days of the notice of dispute, the Parties may agree in writing to submit it to mediation before a mediator agreed between them, under the rules of [Mediation Institution], with the costs of mediation shared equally.

Failing resolution under the preceding provisions, any dispute shall be finally resolved by [binding arbitration under the rules of [Arbitration Institution] / the courts of [Jurisdiction]]. The seat of arbitration or venue shall be [City, Jurisdiction], the language of the proceedings shall be [Language], and the tribunal shall consist of [Number] arbitrator(s).

The Client hereby irrevocably submits to the jurisdiction of the forum specified above and waives any objection to the venue or any claim of inconvenient forum. The Designer may, however, bring proceedings in any competent court to recover unpaid Fees or to seek injunctive or other interim relief to protect its Intellectual Property Rights or Confidential Information.

The prevailing Party in any dispute shall be entitled to recover its reasonable legal fees, costs and expenses from the other Party, as determined by the tribunal or court.

Pending the resolution of any dispute, the Parties shall continue to perform their undisputed obligations, provided that the Designer's rights of suspension and termination for non-payment shall not be affected.

This Contract constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes all prior and contemporaneous negotiations, proposals, understandings, representations and agreements, whether written or oral.

No amendment or variation of this Contract shall be effective unless in writing and signed by authorized representatives of both Parties, save that the Designer may issue written quotations for Change Requests, which become binding upon the Client's written approval.

Any notice under this Contract shall be in writing and delivered by hand, by recognized courier, or by email to the address of the receiving Party set out in this Contract, or as updated by notice. Notices shall be deemed received upon delivery if by hand or courier, and on the next Business Day after transmission if by email, absent a delivery failure message.

Neither Party may assign, transfer or subcontract any of its rights or obligations under this Contract without the prior written consent of the other Party, such consent not to be unreasonably withheld, except that the Designer may assign its right to receive payment and may engage subcontractors as provided in this Contract.

If any provision of this Contract is held to be invalid, illegal or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall continue in full force and effect.

No failure or delay by a Party in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any further exercise of it. Any waiver must be in writing and signed by the waiving Party.

Nothing in this Contract confers any right or benefit on any person who is not a Party, except for the Designer's personnel and subcontractors who are entitled to the benefit of the limitations and indemnities herein.

This Contract may be executed in any number of counterparts, including by electronic signature or exchange of scanned copies, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.