Client hereby grants to Designer a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely in connection with Designer’s performance of the Designer’s Services and the production of the Deliverables. 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, but not limited to, Preliminary Works (“Confidential Information”). Each Party, its agents and employees shall hold and maintain in strictest 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 pursuant to this Agreement, except as may be required by a court or governmental authority. Designer agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment. 4.1  Timing. Suggest changes by making a copy of this document. When a Customer selects a winning Design for their Design Contest, the This Agreement will apply to you in your capacity as either a Customer It contains the terms of arrangement such as the employer’s requirements, documentation related to the building due diligence, proposed construction program and schedule, obligations and responsibilities of the parties involved. Learn more. The parties to this Agreement are the Customer and the winning Designerwhich the Customer selects in respect of a Design Contest hosted by theCustomer, as the case may be (\"Selling Designer\"). 12.4  Governing Law. 2.1  Client Content. 12.2  Notices. 1.2  “Client Content” means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables. The Designer warrants that unless expressly stated to the contrary by the Designer prior to providing the Customer with the Transferred Design and prior to the conclusion of the Design Contest (if any), the Third Party License provides the Customer with a worldwide, royalty free, perpetual right to display, distribute and reproduce (in any form) the Intellectual Property Rights of the third party contained in the Transferred Design. Designer is an independent contractor, not an employee of Client or any company affiliated with Client. or Designer in respect of the sale and transfer or license of a Design. A design and build contract is a single contract between the owner of a construction project and the design and build contractor. to the Customer, all Intellectual Property Rights which the Designer Either Party, subject to the other’s written approval, may include a link to the other Party’s website. deemed to enter into a separate agreement on the terms of this document Under such circumstances, Designer shall inform Client of any need to license. a) The Designer warrants that prior to supplying the Transferred Design to the Customer, the Designer has disclosed to the Customer any Intellectual Property Rights in the Transferred Design which may be held by a third party. A well-written agreement clarifies expectations, prevents common misunderstandings, and helps you avoid potential legal problems. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect. (c) Final proofreading pursuant to Provisions 4.1 and 4.2. (ii) To the best of Designer’s knowledge, the Final Art provided by Designer 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. 10.1  By Client. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified in the signature execution section below, unless notification of change of address is given in writing. to the terms of the Services Agreement), the Designer hereby assigns (i) The Final Deliverables shall be the original work of Designer; and. Designer on the date that the Customer selects the relevant Design 1.11  “Third Party Materials” means proprietary third party materials which are incorporated into the Final Deliverables, including, but not limited to, stock photography or stock illustrations. below, unless the Customer and the Designer otherwise separately agree here. Prior to the conclusion of the Design Contest (if any) or the supply of the Transferred Design to the Customer, the Designer must provide the Customer with details of where to obtain the Third Party License to the Transferred Design in its own name and the cost of doing so. Client continues to own any and all proprietary information it shares with Designer during the term of this Agreement for the purposes of the Agreement. 99designs and its third party providers shall each not be liable or responsible for any breach of this Agreement by any party to this Agreement. The parties to this Agreement are the Customer and the winning Designer 1.10  “Services” (or “Designer’s Services”) means all services and the work product to be provided to Client by Designer as described and otherwise further defined in the Deliverables. 11.1  This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and the Final Deliverables and the Final Art are delivered.

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