HEIDI L DeYOUNG  |  STUDIO BINDI GRAPHICS  |  231-349-4260  |  HEIDI@STUDIOBINDIGRAPHICS.COM
© Copyright 2009, Heidi Cook.  All rights reserved.

TERMS AND CONDITIONS
Design Agreement

Agreement
In consideration of the mutual promises set forth in the Agreement, the parties agree as follows:
1.        Services to be Provided by Studio Bindi Graphics.  During the Initial Term and any Extension Term(s) of this
Agreement, Studio Bindi Graphics shall provide the services described in the proposal provided to customer as
Schedule 1 (the “Services”).  In the event of any inconsistency between the terms of Schedule 1 and the terms in the
body of this Agreement, the terms in the body of this Agreement shall control.

(a)  Place of Work. Studio Bindi Graphics will perform all Services primarily at Studio Bindi Graphics’s premises
except when such projects or tasks may, as mutually determined, be performed at the Customer site. When Studio
Bindi Graphics is working at the Customer site, Customer agrees to provide working space and facilities, and any
other services and materials Studio Bindi Graphics may reasonably request in order to perform the Services.

(b)  Customer Responsibilities.  Customer shall cooperate with Studio Bindi Graphics by providing access to all
information, materials, personnel and equipment as may be reasonably necessary for Studio Bindi Graphics to
perform the Services hereunder and as set forth in more detail in Schedule 1.
2.        Term of the Agreement.  The “Initial Term” of this Agreement shall commence on the Effective Date and continue for a period of time to be determined by proposal unless it is earlier terminated as provided
in Section 3 below.  This Agreement may be extended by mutual agreement of the parties for an additional periods (each an “Extension Term”).  The intent is that as the grant funding continues for Customer,
Studio Bindi Graphics will be retained for the duration, unless terminated as provided by Section 3 below.

3.        Termination.
(a)       This Agreement may be terminated prior to the expiration of the Initial Term or any Extension Term as follows:
        (i)         Upon thirty (30) days prior written notice by either party to the other party (for any or no reason); or
        (ii)        In the event that either party gives notice to the other that such other party has substantially defaulted in the performance of any obligation under this Agreement and such default is not cured within
                    seven (7) days following the giving of such notice, the party giving such notice will have the right to terminate this Agreement at the expiration of such seven (7) day period.

(b)        Expiration of the Initial Term or any Extension Term or termination of this Agreement shall not affect the payment obligations set forth in Section 5 or the confidentiality obligations set forth in Section 6.

(c)        If this Agreement is terminated by either party, Customer shall continue to pay Studio Bindi Graphics all fees owed by Customer to Studio Bindi Graphics as set forth in Section 5.  
(d)        Notwithstanding anything in this Agreement to the contrary, expiration or termination of this Agreement in accordance with its terms shall not affect or impair:
       (i)         any rights, obligations or liabilities existing or arising under this Agreement prior to such termination; or
      (ii)        any rights, obligations or liabilities under this Agreement that expressly  survive the termination or expiration of this Agreement.

(e)        Notwithstanding that this Agreement has expired or terminated, in addition to the preservation of all rights and obligations which continue to apply, the following Sections of this Agreement shall survive       
       termination of this Agreement (the “Surviving Provisions”):  this Section 3, Section 5 and Sections 6-20 of this Agreement.

4.  Independent Contractor Relationship. It is the intention of the parties that Studio Bindi Graphics is an independent contractor and not an employee, agent, joint venturer, or partner of Customer.  Nothing in this
Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Customer and Studio Bindi Graphics. Customer shall be entitled to exercise a broad
general power of supervision and control over the results of the Services to assure satisfactory performance, including the right to inspect, the right to stop work, the right to make suggestions or recommendations as
to the details of the work, and the right to request modifications to the scope of work.

5.        Fees and Expenses.
(a)       Customer shall pay Studio Bindi Graphics agreed upon terms base on proposal.

Half of proposed sum shall be paid within 5 days of signing
Half of proposed sum will be paid at project completion

(b)  Customer shall reimburse Studio Bindi Graphics for all approved and reasonable expenses that are directly related to all Services. Except as provided in the previous sentence, all of Studio Bindi Graphics’s
expenses for maintenance, entertainment, office, clerical, employee wages, income and other tax, insurance, telephone, and all other selling and operating expenses incurred by Studio Bindi Graphics, shall be
borne wholly and completely by Studio Bindi Graphics.

6.   Mutual Obligation of Confidentiality. Both Studio Bindi Graphics and Customer shall maintain in strict confidence, and shall use and disclose only as authorized by the other party, all information of a
competitively sensitive or proprietary nature that it receives in connection with the Services including, but not limited to, competitive strategies, customer lists, pricing and contact names (“Confidential Material”).  
Each party shall take reasonable steps to identify for the benefit of the other party any other information of a competitively sensitive or proprietary nature, including the use of confidentiality notices in written
material where appropriate.  Confidential Material shall not include any (1) information generally available to the public; (2) information released by Customer generally without restriction; (3) information
independently developed or acquired by a party without reliance in any way on other protected information of a party, or (4) information approved for the use and disclosure by the owner without restriction.  
Notwithstanding the foregoing restrictions, each party may use and disclose any information (a) to the extent required by an order of any court or other governmental authority, or (b) as necessary for it to protect its
interest in this Agreement, but in each case only after the owner of the Confidential Material has been so notified and has had the opportunity, if possible, to obtain reasonable protection for such information in
connection with such disclosure.

7. Ownership of the Work Product. With the exception Confidential Material, all copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions,
processes, methods, programming, documentation or works of authorship developed or created by Studio Bindi Graphics during the course of performing the Services (collectively, the “Development Tools”) shall
belong exclusively to Customer.  Studio Bindi Graphics recognizes this practice is contrary to standard industry protocol.

8.  
Copyrights and Trademarks.  Should Studio Bindi Graphics or the client supply an image, text, audio clip or any other file for use in a website, multimedia presentation, print item, exhibition, advertisement or
any other medium believing it to be copyright o
r royalty free, which subsequently emerges to have such copyright or royalty usage limitations, the client will agree to allow Studio Bindi Graphics to remove and/or
replace the file on the site.

The client agrees to fully indemnify and hold Studio Bindi Graphics free from harm in any and all claims resulting from the client in not having obtained all the required copyright, and/or any other necessary
permissions.

9.   LIMITED WARRANTY AND DISCLAIMER.  Studio Bindi Graphics warrants that all Services will be performed in a workmanlike manner and conforming to generally accepted industry standards.  STUDIO BINDI
GRAPHICS DOES NOT MAKE ANY EXRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR RESULTS TO BE OBTAINED.

(a)  In the event of breach of the limited warranty set forth above, Studio Bindi Graphics will, at its option, either re-perform any Services which are not as warranted or refund any fees paid for such Services,
provided Studio Bindi Graphics is promptly notified by Customer of the warranty failure.  

(b) MAXIMUM  LIABILITY.  STUDIO BINDI GRAPHICS’S MAXIMUM LIABILITY, IF ANY, FOR ANY DAMAGES ARISING HEREUNDER REGARDLESS OF THE FORM OF ACTION SHALL NOT EXCEED THE TOTAL
AMOUNT OF FEES PAID FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM.  IN NO EVENT SHALL STUDIO BINDI GRAPHICS BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR
INDIRECT DAMAGES, OR FOR ACTS OF NEGLIGENCE WHICH ARE NOT INTENTIONAL OR RECKLESS IN NATURE, REGARDLESS OF WHETHER STUDIO BINDI GRAPHICS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

(C) THE RIGHT TO RECOVER DAMAGES AS LIMITED BY THIS ARTICLE IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND IS IN LIEU OF ALL OTHER REMEDIES, WHETHER LEGAL OR EQUITABLE.  
DAMAGES AS LIMITED HEREIN IS ALSO CUSTOMER’S SOLE AND EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT THAT ANY OTHER REMEDY SPECIFIED IN SECTION 9(A) FAILS OF ITS ESSENTIAL
PURPOSE.

10.  Force Majeure. Studio Bindi Graphics shall not be liable to Customer for any failure or delay in performance under this Agreement caused by events beyond Studio Bindi Graphics’s control, including, without
limitation, Customer’s failure to furnish data or information necessary for the performance of the Services, sabotage, failures or delays in transportation, power or communication, failures or substitutions of
equipment, labor disputes, accidents, shortages of labor, fuel, raw materials, or equipment, or technical failures.

11.  Notices. All notices shall be in writing to the addresses listed above and delivered 1) in person; 2) by mail, registered or certified, postage prepaid with return receipt requested; 3) via facsimile to Heidi
DeYoung at (231)349-4260; or 4) in a pdf document emailed to heidi@studiobindigraphics.com. Each party shall notify the other promptly of a change in address, fax number or email address during the term of
this Agreement. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of two days after mailing.  

12.  Entire Agreement of the Parties. This Agreement, together with all schedules, constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any
prior discussions, negotiations, agreements and understandings.

13. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a way as to be effective and valid under applicable law.  If a provision is prohibited by or invalid under applicable
law, it shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

14. Handling of Disputes.  This agreement will be governed by and construed in accordance with the laws of Michigan. Any dispute that arises relating to this agreement shall be settled by arbitration in Kent
County, Michigan, in accordance with the rules of the American Arbitration Association, provided that discovery shall be governed by the civil procedure rules of MI or any successor statute, and judgment upon the
award rendered may be entered in any court having jurisdiction. Customer agrees to waive any objection to the jurisdiction of such venue.

Notwithstanding the preceding paragraph, with respect to the collection of past due monies that Customer owes to Studio Bindi Graphics in accordance with the terms of this letter agreement equal to or less than
the jurisdictional limit for small claims court in Michigan, Studio Bindi Graphics shall be permitted, in Studio Bindi Graphic‘s sole discretion, to bring a summary proceeding against Customer in such court and
Customer agrees to waive any objection to personal jurisdiction or venue, and any right to a trial before jury, in any proceeding in these courts. Customer agrees to pay all costs and expenses, including but not
limited to, reasonable attorney fees and court costs, for the collection and/or enforcement of any obligation under this agreement, whether or not a lawsuit or arbitration is commenced.

15. Amendments.  The terms of this Agreement may not be varied or modified in any manner, except in a subsequent writing executed by an authorized representative of both parties.

16. Confidentiality of Agreement Terms.  The parties agree that the specific terms of this Agreement shall remain confidential and shall not be disclosed to third-parties.

17.  Third Party Beneficiaries.  This Agreement shall not confer any rights or remedies upon any third-party, other than the parties to this Agreement and their respective successors and assigns.

18.  Successors. This Agreement shall inure to the benefit of, and be binding upon, Studio Bindi Graphics and Customer, their successors and assigns.  

19.        Invalidity.  The parties hereto have negotiated and prepared the terms of this Agreement in good faith with the intent that each and every one of the terms, covenants and conditions herein be binding
upon and inure to the benefit of the respective parties. Accordingly, if any one or more of the terms, provisions, promises, covenants or conditions of this Agreement or the application thereof to any person or
circumstance will be adjudged to any extent invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, such provision will be as narrowly construed as possible, and
each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement or their application to other persons or circumstances will not be affected thereby and will be valid and
enforceable to the fullest extent permitted by law. To the extent this Agreement is in violation of applicable law, then the parties agree to negotiate in good faith to amend the Agreement, to the extent possible
consistent with its purposes, to conform to law.

20.        No Strict Construction.  Notwithstanding the fact that this Agreement has been drafted or prepared by one of the parties, each of the parties confirms that each party and that party’s counsel have reviewed,
negotiated and adopted this Agreement as the joint agreement and understanding of the parties, and the language used in this Agreement shall be deemed to be the language chosen by all of this parties to this
Agreement to express their mutual intent, and no rule of strict construction shall be applied against any party to this Agreement.  Each party acknowledges that each of them has been represented by (or has had
the opportunity to be represented by) counsel in connection with this Agreement and the transactions contemplated in connection with this Agreement.  Accordingly, any rule of law or any legal decision that
would require interpretation of any claimed ambiguity in this Agreement against the party that drafted it has no application and is expressly waived by each party to this Agreement.