Unless otherwise agreed upon in writing, Paradigm Shift expressly rejects any additional or different terms or conditions proposed by Client.

 

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Description of Work

The Agreement for the project described in the Scope of Work, to which these terms and conditions are attached, shall consist of the final Scope of Work and Timeline, these terms and conditions, and any change orders set forth in writing and executed by Paradigm Shift and Client after the acceptance of the original Scope of Work. Changes to the Scope of Work may result in adjustments to the charges for the Project.

 

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Payment

Fixed rates require a 30%-50% initial deposit due upon acceptance of proposal. Invoice will be submitted upon proposal approval. Estimates are preliminary projections based on the recommended solutions and scope of work as outlined in this proposal.

 

Retainer rates will be submitted by the 1st day of each month for the services performed during the prior month.

 

Hourly rates will be recorded and invoiced on a bi-weekly basis. Hourly work is timed & recorded with periodic screenshots & keyboard/mouse tracking through a third party application and is available for Client to review at any time through a private online portal which will be linked on every invoice.

 

All outside expenses, including but not limited to, font licensing, photography, illustration, copywriting, printing, photocopies, and travel costs will be billed with a surcharge of 15% vendor costs due at the end of the finished project for fixed estimates or due as part of the next invoice in retainer or hourly rates. The surcharge will not be applied to delivery fees and postage.

 

Except for the portions of invoices that are disputed in good faith by Client for not being in accordance with the terms and conditions of this Agreement, any amounts not paid when due shall accrue interest at the rate of 1.5% per month from the date due until paid. Paradigm Shift reserves the right to withhold delivery of all electronic and/or printed materials until the undisputed portion(s) of overdue invoices are paid.

 

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Changes to the Scope of Work

Revisions or author’s alterations to the Scope of Work shall obligate Client to additional fees and costs. These may include but are not limited to: changes made to copy after the final copy has been submitted; changes made to the design once layouts, website design, or site map have been approved; extensive alterations; a change in marketing objectives on the part of Client; and new work requested by Client after the execution of the Agreement.

 

All production costs are based on the assumption that copy will be provided electronically. Change orders will be prepared by Paradigm Shift and provided to Client outlining the changes to the Scope of Work, and any additional costs for those changes. Client agrees to pay Paradigm Shift additional fees and costs for said revisions or alterations at a rate of $60 per hour. Hourly rates quoted in proposals will remain in effect until further written notice is given.

 

If Paradigm Shift is unable to meet the delivery schedule set forth in the Agreement due to delays by Client or changes requested by Client in the Scope of Work, Paradigm Shift may, in its discretion, revise the production schedule as necessary and provide for adjustments in the costs for the Project.

 

 

Overtime/Rush Charges

Estimates and turn-around time on requests are based on normal and reasonable time schedules, and may have to be revised to take into consideration any “rush” requests requiring overtime or weekends. Knowledge of Client’s deadline is essential to provide an accurate estimate of costs and time frame of deliverables. Normal requests as part of the scope of work must be made a minimum of 3 business days in advance of a hard due date otherwise it will be applicable as a “rush” request.

 

Paradigm Shift overtime incurred at Client’s request will be billed at a rate of $75.00 per hour. Client will also be responsible for additional charges imposed by outside suppliers, such as pre-press or printers, to meet Client’s “rush” requests. To the extent possible, Paradigm Shift will advise Client of all situations that require overtime and/or rush charges, and the amount of additional compensation that will be charged to meet such overtime requirements or rush requests. Rush or overtime fees may be incurred if Client does not meet approval or content deadlines which have been established to meet Client’s desired schedule.

 

 

Ownership and Usage Rights

The rights to be granted by Paradigm Shift under this Agreement will be transferred to Client once full payment for services is made by Client to Paradigm Shift. Upon receipt of full payment, Client is hereby granted exclusive and unlimited usage and reproduction rights to the final designs prepared for Client as part of the project.

 

All other rights, titles and interest to all designs and artwork (whether draft or final versions) remain with Paradigm Shift or its contractors or vendors, as applicable. This includes, but is not limited to, layouts, animations and designs created by Paradigm Shift or its contractors or vendors, computer disks containing such layouts, photography or illustration created by independent photographers or illustrators commissioned by Paradigm Shift, and photography or other images purchased by Paradigm Shift from a stock agency on Client’s behalf.

 

Paradigm Shift reserves the right to reproduce any and all designs created by Paradigm Shift in print and electronic media for Paradigm Shift’s promotional purposes for an unlimited period of time. Paradigm Shift has the right to retain, or if applicable, Client agrees to provide Paradigm Shift with, 2 or more printed samples of each tangible product produced as a result of the project. In developing any brandmarks, Paradigm Shift will use reasonable commercial efforts, consistent with standards in the industry, to ensure that any such brandmarks are original. Paradigm Shift’s efforts shall not include a complete trademark clearance search. Should a higher level of assurance be required by Client, the services of a trademark search firm and intellectual property attorney should be retained by Client.

 

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Non-Disclosure of Confidential Information

Each Party will not, at any time, whether during or after the termination or expiration of this Agreement, for any reason whatsoever, disclose to any person or entity or use for any purpose other than fulfilling its obligations hereunder, the other Party’s Confidential Information, as defined below. Any concepts, business strategies, trademarks, service marks, materials, outlines, etc. provided to a Party by the other Party constitute trade secrets and Confidential Information under this Agreement and shall not be used by the other Party for any other purpose than for the purpose of the Project.

 

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Confidential Information

Confidential Information means all confidential and proprietary information of either Party, including, without limitation, information relating to: the business; trade secret information; Client, investor, customer and supplier lists, and contracts or arrangements; financial information; market research and development procedures, processes, techniques, plans and results; investment or acquisition opportunities, pricing information or policies; computer software, passwords, programs or data; and all other business related information, whether such information is in written, graphic, recorded, electronic, photographic, data or any machine readable form or is orally conveyed to or developed by the other Party; provided that Confidential Information shall not include information which: (a) is in or hereafter enters the public domain through no fault of the receiving party; (b) is obtained by the receiving party from a third party having the legal right to use and disclose the same; (c) is in the possession of the receiving party prior to receipt from the disclosing party, as evidenced by the receiving party’s written records pre-dating such receipt; (d) is independently developed by the receiving party as evidenced by written record proving such independence; or, (e) is required to be disclosed by governmental order or judicial subpoena, provided that prior to disclosure the receiving party shall give the disclosing party prior notice to allow the disclosing party an opportunity to obtain an appropriate protective order.

 

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Return of Confidential Information

Each Party shall, upon the request of the other Party, return to the other Party all written or other descriptive materials containing Confidential Information or otherwise relating to the other Party, its business and its intellectual property, including, but not limited to, drawings, blueprints, descriptions, notes, analyses or other papers or documents which contain any such information. In any event, upon the completion or expiration of this Agreement, or if this Agreement is terminated for any reason, each Party shall, without request by the other party, return all aforementioned Confidential Information; provided that each party may retain one archival copy of the Confidential Information, solely for the purpose of determining its obligations under this Agreement.

 

 

Indemnification

Each Party shall indemnify, defend, and hold harmless the other and its affiliates, officers, agents, and employees, from any and all claims, suits, actions, demands, damages, liabilities, expenses (including reasonable fees and disbursements of counsel), judgments, settlements and penalties of every kind that may be asserted or incurred including but not limited to: (a) any breach by such Party of any trademark, tradename and/or copyright infringement, invasion of privacy, defamation, or other wrongful use of any pictures, photographs, images, copy or other materials; and/or (b) the negligent, intentionally wrongful or illegal acts or omissions of such Party, its employees, agents, subcontractors or other representatives and/or (c) violations of any federal, state, local and/or international laws, rules and/or regulations to which such Party is subject.

 

 

Cancellation

In the event Client cancels this Agreement prior to the completion of the Project, within five (5) business days of such cancellation, Client shall pay (a) Paradigm Shift for all work performed by Paradigm Shift up to the date of termination, (b) for all contracted for Outside Expenses and commitments that have been incurred and cannot be canceled and (c) a cancellation fee equal to 15% of the remaining fees that would otherwise have been paid to Paradigm Shift if the Agreement were to have been fully performed.

 

 

Pricing

The prices set forth in this Agreement are valid for 30 days and represent Paradigm Shift’s good-faith estimate of costs included in the price. If printing is a component of this estimate, printing prices are not guaranteed until paper has been ordered. Paradigm Shift shall inform Client promptly if any variations in costs or outside expenses are anticipated.

 

 

Performance

Each party shall use commercially reasonable efforts or fulfill its obligations hereunder, but shall in no event be responsible for any failure or delay in performance due to any catastrophe, act of God or government authority, civil strife, or any other cause beyond the control of such party. In no event shall Paradigm Shift’s liability exceed the sum of payments received from Client under this Agreement. Neither party shall be liable to the other for any consequential, indirect, special or punitive damages, even if such damage were reasonably foreseeable.

 

 

Errors

Client has the responsibility to proofread and examine all work produced during the Project. Therefore, Client is ultimately responsible for any typographical, spelling, grammatical, copy, photographic, illustrative, layout or other errors discovered after printing or reproduction, or for any work or services performed by any party selected by Client. In the event Client determines that there are errors in the work produced during the Project, Client shall notify Paradigm Shift of any errors within 48 hours of Client’s determination. Failure to promptly notify Paradigm Shift shall constitute a waiver by Client of any claim arising out of such errors.

 

 

Waiver

Any waiver by either party, whether express or implied, of any provision of this Agreement, any waiver of default, or any course of dealing hereunder, shall not affect such party’s right to thereafter enforce such provision or to exercise any right or remedy in the event of any other default or breach whether or not similar.

 

 

Severability

If any provision of this Agreement shall be deemed void in whole or in part for any reason whatsoever, the remaining provisions shall remain in full force and effect.

 

 

Independent Contractor

In performing their respective obligations under this Agreement, the parties agree that their relationship is that of independent contractors and not that of a partners, joint venturers, agents, employees or part-time employees of the other party. Neither party will represent itself as, act or purport to act as or be deemed to be the agent, representative, employee or servant of the other party.

 

 

Notices

If either party is required or permitted to send the other party any notices, such notices shall be in writing and sent to the other party at its last business address by registered or certified mail, postage prepaid, return receipt requested or by private overnight delivery service, return receipt requested. Notices shall be effective upon receipt.

 

 

Entire Agreement

This Agreement and the attachments hereto represent the entire Agreement between Paradigm Shift with respect to the performance of the Design and Production Services and supersedes any prior oral or written Agreements of discussions, may not be modified or amended unless in writing signed by each of the parties, and may not be assigned by either party without the written consent of the other party which consent will not be unreasonably withheld.