1. Time for Payment
Payment is due at each milestone due date as noted in the Production Schedule. All invoices for Billable Expenses are payable within thirty (30) days of receipt. A 1.5% monthly service charge is payable on all overdue balances of milestone payments and Billable Expenses. RGI retains all rights to all intermediate deliverables submitted at each milestone. The grant of any license or right of copyright to the Client is conditioned on receipt of full payment by the Client of the Total amount and all Billable Expenses.
2. Default in Payment
The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
3. Estimates
If this form is used for an estimate or assignment proposal, the fees and Billable Expenses shown are minimum expenses only. Final fees and Billable Expenses shall be shown when invoice is rendered. The Client's approval shall be obtained for any increases in fees or expenses that exceed the original estimate by twenty percent (20%) or more.
4. Billable Expenses
The Client shall reimburse Rooster Graphics International (RGI) for all direct and indirect billable expenses arising from this assignment, regardless of whether the assignment is Cancelled or Terminated. Billable Expenses include but are not limited to costs of commissioning images or subcontracting talent, software or run-time lisence costs, the payment of any sales tax due on this assignment, any travel, research, postage and delivery, photocopying, and storage media expenses. The markup charged by RGI for supervisory and handling time on all Billable expenses shall be percent of the Billable Expenses incurred. The Client shall advance US$ to RGI upon the acceptance of the Site Design for payment of said Billable Expenses.
5. Client's Alterations
There shall be no charges to the Client for revisions or corrections or additions made necessary by errors on the part of RGI. Any other changes requested by the Client shall be considered Client's Alterations if they are requested after the acceptance of the Site Design. Any changes and additions not due to the fault of RGI and requested by the Client before the approval of one of the Site Designs are not considered Client's Alterations. The Client shall be responsible for making additional payments at the rate noted herein for any Client's Alterations and any other changes in original assignment requested by the Client. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer RGI the first opportunity to make any changes.
6. Acceptance Procedures
Unless otherwise noted in Acceptance milestone dates of the Production Schedule, during the Review Period within calendar days of a Delivery, the Client shall either accept the deliverable and make the milestone payment set forth in the Production Schedule, or provide RGI with written notice of any corrections to be made and a suggested date for completion of the corrections which should be mutually acceptable to both RGI and the Client, or provide a written notice of assignment Termination if the work is found not to be reasonably satisfactory. The Client can Terminate the assignment only during this Review Period following the Delivery of a milestone deliverable. Any other termination of the Assignment shall be considered a Cancellation subject to the stipulations of Item 7. RGI shall designate (name) and the Client shall designate (name) as the only designated persons who will send and accept all deliverables and receive and make all communications between RGI and the Client. Neither party shall have any obligation to consider for approval or respond to materials submitted other than through the designated persons listed above. Each party has the right to change its designated person upon calendar day(s) notice to the other.
7. Cancellation
The Client may declare the Cancellation of the assignment for reasons not related to assignment Termination defined in Item 6. In the event of Cancellation of this assignment by the Client, any milestone payments made prior to cancellation shall be retained by
RGI. In addition, if calcellation is prior to the delivery of the Design Comps, a cancellation fee of fifteen percent (15%) of the balance of the Total payments shall be paid by the Client. If the cancellation is later but prior to the acceptance of a Design Comp, a fee of thirty percent (30%) of the balance of the Total payments shall be paid by the Client. If the cancellation is later but prior to the delivery of the Initial Version, the cancellation fee shall be fifty percent (50%) of the balance of Total payments. If the cancellation is after the delivery of the Initial Version, the cancellation fee shall be one hundred percent
(100%) of the balance of all remaining dues. Regardless of when the project is cancelled, all billable expenses already incurred by RGI or RGI is liable to pay for shall be paid by the Client in full. In the event of cancellation, RGI retains ownership of all copyrights and any original artwork.
8. Assignment Termination
In the event that work in process is found by the client not to be reasonably
satisfactory in accordance with the Acceptance Procedures in Item 6, , the client may pay a termination fee to terminate the assignment. Any milestone payments made prior to termination shall be retained by RGI. If assignment termination occurs prior to the acceptance of a Design Comp, the client shall pay a rejection fee of ten percent (10%) of the balance of Total payments. If termination occurs after the delivery of the Initial Version, the termination fee shall be twenty percent (20%) of the balance of Total payments. If termination occurs after the acceptance of the Initial Version, the termination fee shall be one hundred percent (100%) of the balance of Total payments. Regardless of when the assignment is terminated, all billable expenses already incurred by RGI or RGI is liable to pay for shall be paid by the Client in full. In the event of termination, RGI retains ownership of all copyrights and any original artwork created by RGI. However, the Client retains all rights already purchased by RGI on behalf of the Client from third parties.
9. Ownership and Return of Artwork
The Client acknowledges and agrees that RGI retains ownership of all original artwork, in any media, including digital files, whether preliminary or final. The Client waives the right to challenge the validity of RGI's ownership of the art subject to this agreement because of any change or evolution of the laws. The Client shall return such artwork within thirty (30) days of use unless indicated otherwise below:
10. Copy Protection
The Client must protect all final art which is the subject of this agreement against duplication and alteration.
11. Credit Lines
RGI and any other creators shall receive a credit line with any editorial usage. If similar credit lines are to be given with other types of usage, it must be so indicated here:
12. Releases
The Client shall indemnify RGI against all claims and expenses, including reasonable attorney's fees, due to Client's uses for which no release was requested in writing from RGI or for Client's uses which exceed authority granted by a release by RGI.
13. Modifications of the Agreement
Modifications of the Agreement must be written, except that the invoice may include, and the Client shall pay, fees or expenses that were orally authorized by the Client in order to progress promptly with the work.
14. Code of Fair Practice
The Client and RGI agree to comply with the provisions of the Code of Fair Practice, a copy of which may be obtained from the Joint Ethics Committee, P.O. Box 179, Grand Central Station, New York, New York, 10017, USA, or is available on the World Wide Web at http://www.RoosterGraphics.com/ADMIN/commission.html.
15. Warranty of Originality
RGI warrants and represents that, to the best of its knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or ,if previously published, that consent to use has been obtained on an unlimited basis; that RGI has full authority to make this agreement; and that the work prepared by RGI does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of RGI's product which may infringe on the rights of others. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD RGI HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT's USE OF RGI's PRODUCT TO EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS.
16. Limitation of Liability
Client agrees that it shall not hold RGI or its agents or employees liable for any incidental or consequential damages which arise from RGI's failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of RGI or a third party. Furthermore, RGI disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.
17. Dispute Resolution
Any disputes in excess of one thousand (1000) US dollars arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator's award shall be final, and judgement may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney's fees, and legal interest on any award of judgement in favor of RGI.
17. Acceptance of Terms
The signature of both parties shall evidence acceptance of these terms.
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