Retainer Contract

Definition of Parties

In performing their respective obligations under this “Contract” the parties agree that their relationship is that of independent contractors and not that of partners, joint venturers, agents, employees or part-time employees of the other party.

The terms of this contract will be valid starting March 1, 2021.

The Designer (the “Designer”) is hereby defined as: Strong Design Studios LLC, conducting business from 323 W. Carmen St., Tempe, AZ 85283.

The Client (the “Client”) is hereby defined as: Full Story, conducting business from 1745 Peachtree Rd. NW, Suite G, Atlanta, GA 30309.

Retainer Description

By signing this agreement, Client has retained Designer to proceed with graphic design services beginning March 1, 2021 on a month-to-month basis, and agrees to the terms and conditions as set forth in this Agreement.

During this period, the Designer agrees to reserve 1 day per week for assignments to be determined by the Client. Work projects, deliverables and priority will be at the discretion of the Client. Work will normally be performed at the offices of the Designer, and will normally occur on Tuesday between the hours of 10am to 5pm in the Designer's current time zone. As part of this agreement, a weekly standing planning call will be arranged. The Designer will call the Client, with the expectation they will be available and prepared for the call. If the Client is not available at the time of the arranged call, it is the Client’s responsibility to reschedule the call with the Designer.

Payment for these services will be to Designer at the rate of $600 per day. Retainers are invoiced by the month. An invoice will be submitted on the 1st of the month, and payment will be made for the following month no later than the 15th day of each month that this agreement is active. In the event that the Client does not pay the balance within 15 calendar days from the invoice date, the Designer may remove the work created for the Client from the Internet (if applicable) or hold work product until the balance is paid. Additionally, the Designer may charge a late fee of $50 plus 2% of the unpaid balance per month, applicable when the invoice is 1 business day late. Day rate pricing is subject to change with 30 days notice.

Hours worked in excess of the previously outlined workday will be billed at $140 per hour, or if available, extra entire days may be requested and will be billed at the full rate of $600 per day. Any expenses exclusive of normal overhead are not included in this agreement and will be billed separately. Examples of such expenses are: delivery services, long-distance telephone calls, travel beyond 50 miles from the Designer’s facilities, and meals when traveling beyond 50 miles. All invoices will be net 15.

Description of Design Services

Design services may include: website design, user interface design, print design, design of creative assets for use online, information architecture, quality-checking of web pages, assistance in advertising and branding strategies; consultation for design, advertising, and marketing services; and brainstorming and creative direction.

All costs not explicitly included in the Retainer Agreement will incur additional charges, including but not limited to: website coding or development, email coding or development, animation, copywriting, complex custom illustration, purchase of printing, purchase of fonts or photography, or purchase of domains or hosting plans.

Ownership and Usage

The Designer assigns all rights to the approved work to the Client upon full payment for the billed work. The Client grants the Designer the right to copy, display, modify, and distribute the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes and the marketing of the Designer’s business. Where applicable the Client will be given any necessary credit for client ownership, or usage of the project elements.

The Client attests that all content provided by the Client to the Designer is content that the Clients or for which it has secured all necessary intellectual property rights to use for the project and for the Designer to use as outlined above. The Client agrees to indemnify the Designer against all intellectual property claims brought against the Designer for their use of the Client’s work in their portfolio and will be responsible for Designer’s reasonable attorney’s fees and damages assessed against Designer relating thereto.

In developing any brandmarks, the Designer will take care to keep the brandmarks distinctive. The Designer’s efforts shall not include a complete trademark clearance search, and should not be relied upon by the Client to verify originality or protectability of the marks. It is the Client’s responsibility to retain the services of a trademark search firm or intellectual property attorney for trademark clearance searches and opinions on protectability.

Confidential Information

In consideration for access to “Confidential Information” exchanged between parties, the Designer and the Client agree to; (a) keep all information provided relating to business and/or marketing plans, discussions, research, graphic design and marketing related programs and processes under development in strict confidence; (b) disclose this information solely to individuals who have a signed non-disclosure agreement to receive this information; and (c) label Confidential materials, whether transmitted orally, electronically or on paper, with the word “Confidential” or some similar warning. Upon the request, each party shall return all written or other descriptive materials containing Confidential Information to the requesting party. Each party may retain one archival copy of the Confidential Information, solely for the purpose of determining its obligations under this Contract.

Confidential Information shall not be deemed proprietary and the recipient shall have no obligation with respect to such information where the information: (a) was known to recipient prior to receiving any of the Confidential Information from Discloser; (b) has become publicly known through no wrongful act of recipient; (c) was received by recipient without breach of this Contract from a third party without restriction as to the use and disclosure of the information; (d) was independently developed by recipient without use of the Confidential Information; or (e) was ordered to be publicly released by the requirement of a government agency.

Scheduling and Cancellation

The Designer and the Client are expected to maintain the schedule previously outlined. Canceling or rescheduling a retainer day requires a minimum of 7 days notice via email to the Designer. If the Designer fails to receive notice by email of a canceled or rescheduled day, the day will be billed as previously outlined in this agreement. If the Designer fails to provide proper notice of a canceled or rescheduled day, the day’s work will be made up at the earliest possible date, so as to provide proper service for the compensation previously outlined. If the day cannot be rescheduled, the Designer will reimburse or credit the Client for the unworked day on the next invoice. Notice of vacation days or holidays where either the Client or the Design is not available for work, should be provided in writing prior to the applicable month’s billing, so that the invoice might be prorated to compensate for the unworked days. Client shall not be billed for vacation or holidays that are not rescheduled.

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, health crisis, or any other cause beyond the control of such party. Neither party shall be liable to the other for any consequential, indirect, special or punitive damages, even if such damage were reasonably foreseeable.

Modification of Agreement

The parties may modify this Contract by mutual agreement on 30 days’ written notice. “Written notice” includes, but is not limited to, email so long as the parties explicitly state that they are modifying this Contract.

Termination of Agreement

This agreement may be terminated on 30 days’ written notice by either the Designer or the Client. All materials furnished by the Client will remain the property of the Client and will be returned upon request, no more than 15 days from the termination of this agreement. Termination during the retainer’s execution will result in forfeiture of all payments received to date, and any unpaid invoices will be paid immediately.

Errors or Omissions

The Client has the responsibility to proofread and examine all work produced during the project. Therefore, the Client is ultimately responsible for any typographical, spelling, grammatical, copy, photographic, illustrative, layout or other errors or omissions discovered after printing or reproduction, or for any work or services performed by any party selected by the Client.

Dispute Resolution

All disputes related to this Contract shall be resolved exclusively in a court located in Maricopa County, Arizona and shall be governed by Arizona law. Each party irrevocably waves its right to a jury in any such dispute. The non-prevailing party shall be responsible for the prevailing party’s attorneys’ fees and any other costs related to resolving the dispute. The prevailing party shall be entitled to recover all costs, expenses, and reasonable attorney’s fees in any action brought to enforce the terms of this Contract.

Entire Agreement

This Contract constitutes the entire agreement between the parties with respect to this subject matter and supersedes all prior written and verbal understandings and agreements relating to it.

A party does not waive any right under this Contract by failing to insist on compliance with any of the terms of this Contract or by failing to exercise any right granted by the Contract.

If any provision of this Contract shall be held illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Contract, the validity of the remaining portions or provisions hereof shall not be affected hereby. The parties agree to replace such illegal, unenforceable, or conflicting provision with a new provision that accomplishes the original intent of the parties and has the most nearly similar permissible economic, legal or other effects.

Acceptance of Agreement

The above terms and conditions and outline of pricing are hereby accepted. The Designer is authorized to execute this retainer as outlined in this Contract. Payment will be made as proposed above.