Biladeau Design

Advertising & Graphic Design

Terms

In an attempt to avoid confusion, protect the Client and the Agency, and promote ethical and fair practices the following terms are presented.

Who We Are - Agency

Deb Biladeau Design
P.O. Box 124
Browns Valley, CA 95918
530-743-1601
biladeaucreative.com

Rates & Terms

  • Hourly rate—$100.
  • Per project work (non-retainer) is priced per project.
  • Idea generation, creative concepting, analysis, research and other non-tangible work is billable and subject to the terms of a retainer agreement or per project contract.
  • Deb Biladeau Design does not provide work on speculation.
  • Sketches and preliminary artwork, not provided in final, approved artwork, remains the property of Deb Biladeau Design.

Deb Biladeau Design Agency Contract & Terms of Service

AGREEMENT between Deb Biladeau Design (“Agency”), and Client (“Client”).

1. Appointment

Client appoints Agency as Client’s advertising agency in connection with the products and/or services of Client described in Schedule 1, attached hereto, for a term (“Term”) of one year.

2. Scope of Advertising Services

Agency will provide Client with the advertising services provided in Schedules 1 and 2, attached hereto. Should Client request Agency to perform additional services beyond what is provided in Schedules 1 and 2, Agency and Client will negotiate in good faith with respect to the terms, conditions, and compensation for such additional services. Any agreement for additional services will be set forth in writing and considered an addendum to this Agreement.

3. Ownership

All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection (collectively, the “Work Product”) produced by Agency are the property of the Client provided: (1) such Work Product is accepted in writing by the Client within three (3) months of being proposed by Agency; and (2) Client pays all fees and costs associated with creating and, where applicable, producing such Work Product. Work Product that does not meet the two foregoing conditions shall remain Agency’s property.

Notwithstanding the foregoing, it is understood that Agency may, on occasion, license materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensor at the conclusion of the term of the license. In such instances, Client agrees that it remains bound by the terms of such licenses. Agency will keep Client informed of any such limitations.

4. Term

The term of this Agreement shall commence on the date provided in Schedule 1 (“Commencement Date”) and shall continue until terminated by either party upon thirty (30) days’ prior written notice (“Notice Period”), provided that this Agreement may not be terminated effective prior to the expiration of twelve (12) months from the Commencement Date. During the Notice Period, Agency’s rights, duties, and responsibilities shall continue.

Upon termination, Agency will transfer and/or assign to Client: (1) all Work Product in Agency’s possession or control belonging to Client, subject, however, to any rights of third parties; and (2) all contracts with third parties, including advertising media or others, upon being duly released by Client and any such third party from any further obligations. Client recognizes that Agency is a signatory to certain union agreements covering talent used in broadcast materials, which generally cannot be assigned except to signatories to such collective bargaining agreements governing the services rendered by such talent.

5. Compensation and Billing Procedure

Agency will be compensated and Client will be billed as provided in Schedule 3, attached hereto.

6. Confidentiality and Safeguard of Property

Client and Agency respectively agree to keep in confidence, and not to disclose or use for its own respective benefit or for the benefit of any third party (except as may be required for the performance of services under this Agreement or as may be required by law), any information, documents, or materials that are reasonably considered confidential regarding each other’s products, business, customers, clients, suppliers, or methods of operation; provided, however, that such obligation of confidentiality will not extend to anything in the public domain or that was in the possession of either party prior to disclosure. Agency and Client will take reasonable precautions to safeguard property of the other entrusted to it, but in the absence of negligence or willful disregard, neither Agency nor Client will be responsible for any loss or damage.

7. Indemnities

Client agrees to indemnify and hold Agency harmless with respect to any claims or actions by third parties against Agency based upon materials furnished by Client or where material created by Agency is substantially changed by Client. Information or data obtained by Agency from Client to substantiate claims made in advertising shall be deemed to be “materials furnished by Client.” Client further agrees to indemnify and hold Agency harmless with respect to any death or personal injury claims or actions arising from the use of Client’s products or services.

8. Commitments to Third Parties

All purchases of media, production costs, and engagement of talent will be subject to Client’s prior approval. Client reserves the right to cancel any such authorization, whereupon Agency will take all appropriate steps to effect such cancellation, provided that Client will hold Agency harmless with respect to any costs incurred by Agency as a result.

For all media purchased by Agency on Client’s behalf, Client agrees that Agency shall be held solely liable for payments only to the extent proceeds have cleared from Client to Agency for such media purchase; otherwise, Client agrees to be solely liable to media.

9. Amendments

Any amendments to this Agreement must be in writing and signed by Agency and Client.

Schedule 1: Products/Services Provided In Contract

  1. INCLUDED:
    1. Campaign Management
    2. Marketing Plan Creation & Implementation
    3. Vendor Coordination
    4. Creative Concepting
    5. Graphic Design
    6. Print Management
    7. Website Design
    8. CONDITIONAL, per needs of individual projects and maybe subject to additional fee:
    9. Writing
    10. Photography
    11. Art Direction
    12. Social Engagement
    13. Website Development (Backend Developer)
    14. EXPENSES, per additional fee:
    15. Illustration
    16. Collateral Print Materials, such as brochures and flyers
    17. Media Purchases—including, print advertising, radio, television and online services
    18. Web Development and Troubleshooting
    19. Postage
    20. Travel Expenses
    21. Projects outside included services or contracted hours of agreement

Schedule 2: Commencement Date and Scope of Services

  1. Commencement Date:
  2. Scope of Services
  3. Study Client’s products or services;
  4. Analyze Client’s present and potential markets;
  5. Create, prepare, and submit to Client for approval, advertising ideas and programs;
  6. Employ on Client’s behalf, Agency’s knowledge of available media and means that can be profitably used to advertise Client’s products or services;
  7. Prepare and submit to Client for approval, estimates of costs of recommended advertising programs;
  8. Write, design or otherwise prepare Client’s advertisements, including radio spots to be broadcast, or other appropriate forms of Client’s message;
  9. Order the space, time, or other means to be used for Client’s advertising, endeavoring to secure the most advantageous rates available;
  10. Properly incorporate the message in mechanical or other form and forward it with proper instructions for the fulfillment of the order;
  11. Check and verify insertions, displays, broadcasts, or other means used, to such degree as is usually performed by advertising agencies; and
  12. Audit invoices for space, time, material preparation, and services. 

Schedule 3: Compensation and Billing Procedures

  1. Compensation
  2. Client will pay a monthly fee of $__________ in consideration of the advertising services performed by Agency. Such fee shall be deemed a nonrefundable advance against commissions to be received by Agency as follows:

(1) On all media purchased by Agency, Agency shall bill Client at the published card rates, or negotiated rates, as may be applicable. If no agency commission, or less than fifteen percent (15%) agency commission (the “Commission Rate”), is granted or allowed on any such purchases, Client agrees that Agency may invoice Client an amount which, after deduction of Agency’s cost, will yield Agency the aforesaid Commission Rate of such amount as Agency commission. During the Notice Period following notice of termination, Agency will be entitled to commissions on all orders of advertising in print media whose published closing dates fall within the Notice Period and of broadcast media where the air dates fall within the Notice Period, regardless of who may place such orders.

(2) Regarding expenses incurred by Agency pursuant to Client’s authorization, Agency shall invoice Client an amount which, after deduction of Agency’s cost, will yield Agency a Commission Rate on such amount as Agency commission.

(3) Advances against commissions will be reconciled against commissions actually received. Agency will issue the appropriate credit or debit invoices.

  1. Client agrees to reimburse Agency for such cash outlays as Agency may incur, such as expenses for talent, photography, illustration, videography, technical or industry-specific writing, postage, travel or any additional expenses not agree upon in connection with services rendered in relation to Client’s account.
  2. Billing and Payment Procedures
  3. Agency will invoice Client for all media and third-party costs sufficiently in advance of the due date to permit payment by Client to Agency in order to take advantage of all available cash discounts or rebates.
  4. The cost of production materials and services shall be billed by Agency upon completion of the production job, or upon receipt of supplier, invoice prior thereto.
  5. All invoices shall be rendered on or about the first week of each month and will be payable the fourth week of the month.
  6. Interest will be charged on overdue invoices at a rate of 18% percent annually, or the maximum permitted by law.

Reasonable Expectations

Schedule Parameters

1. Work Hours/Days: This agreement assumes work will be completed within the standard workweek (Monday through Friday, 8 a.m. to 5 p.m.). Agency is closed on all major holidays and the entire week of Christmas and New Years.

2. Schedule: The work outlined in this agreement will be turned around within a reasonable, non-rush schedule to be determined, where possible, and mutually agreed upon at the start of each project. Late or weekend hours incurred to accommodate additional compressed deadlines, if needed, will be negotiated separately. Our schedules assume timely review and response by Client of all deliverables.

Client Responsibilities

3. Client Representative. Client's assigned representative has full authority to provide and obtain all necessary information and approvals throughout this project. Agency and client representative represent that they have full power and authority to enter into this agreement and that it is binding upon agency and client and enforceable in accordance with its terms.

4. Client Responsibilities. Agency and/or client's subcontractors will provide accurate, complete and timely information and materials to Agency. The client guarantees that they have all the necessary rights and ownership in such materials to permit the Agency to use them for the project.

5. Client Approvals. The client will approve and proofread all final designs, type, press proofs, and test sites. Agency will make all efforts to ensure that no information is misrepresented. However, the client assumes all responsibility for the content. Client’s approval of all tangible materials and artwork will be assumed after the work has been submitted to the client for review unless the client indicates otherwise in writing.

6. Client Changes. In order to avoid errors, text changes and corrections will not be taken over the telephone and must be provided electronically. Any text with extensive changes must also be provided as marked up hard copy, indicating the revised text.

Samples and Credit

7. Samples. Agency can use samples or photographs of the work created under this agreement and the name of Client for publications, exhibition, competition and other promotional purposes (such as our website) once the project has been made public.

8. Credit. The following credit will be mentioned on all publicity/promotion of this project and/or our relationship, including, but not limited to, awards, competitions, press releases, etc.

Payment Parameters

9. Delays and Termination. All payments received are not refundable in the event the project or the relationship is terminated for any reason. If any part of the work for this project is delayed for longer than 30 days, Agency will bill for work completed.

10. Consequences of Non-Payment. Agency reserves the right to suspend work and/or withhold issuing any project documents if invoice payments are not received within a reasonable period of time from invoice date.