The Imagination Factory

Cutting through the legaleze

Our contract, while at first glance appears quite long, contains all the salient points that are necessary to cover all the basics for us to work together. A legal contract is filled with a bunch specific language in order to replace “I thought, you were going to…” and “I thought all I needed to do was…” with “I understand that you will…” and “I understand that I must…” It also affords the opportunity to pay for legal advise to get it written and for you to pay for legal advise to get it interpreted.

So in an effort to speed the process of us working for you, I will attempt to explain in simple terms our agreement which covers both our design AND consulting services. That said, this means that there might be clauses that are not necessary to every particular situation or project.

Ok, on to the contract…

First, we need to define who the companies/individuals are that entering into this agreement. We explain who and where we are and you do the same. Next, we state the premise of the agreement – which is that we are agreeing to PROVIDE something for/to you and you agreeing to PAY for it according to specific terms, conditions and timelines.

DEFINITIONS:

The definition section is basically, just that… defining the TERMS (usually in CAPITALS, like this) that are used in various places in the document.

WARRANTIES:

This is where we clearly indicate to you that we will PROVIDE our services in a professional manner AND that we CAN, in fact, sign this legal document.

You, in turn, also indicate that you can enter into this legal agreement AND that by signing, you are authorizing us to proceed.

PAYMENT:

This section outlines our standard payment terms for projects and retainers. This section also refers to something called SCHEDULES. Schedules are addenda (or add-on pages to the basic boiler plate agreement) which describe in more detail things like our rate sheet & payments terms (when & how we get paid), project scope (what exactly are we doing for you) and responsibilities (who’s doing what and when).

TERMINATION:

Here we cover how long the agreement will remain in force. In our case, it is until the project is done or for one (1) year (if a retainer). Also if it is a retainer, can it be renewed and if so when does notification need to take place (30 days in writing).

“Can the contract be terminated OR reduced” – the answer is “yes”. It also indicates that IF the agreement is teminated, we will be paid for work done to date. If it reduced in scope, we will stop working on that portion of the project getting cut back, but continue on other parts that are not.

If the agreement gets cancelled or when the project is complete, we must both give back any materials that belong to each other.

GENERAL:

Like a doctor or a mechanic, we need certain information from you in order to do our best for you. Some of this information that you provide might be proprietary or sensitive. During the course of working for you, we may impart information about us (or our process) to you that we feel is proprietary or sensitive. Ideally, we will be creating something new (art, website, etc.) for you. The act of creating something new automatically includes certain protections (like copyrights).

The clauses in this section basically say that we both will respect and protect that information on each others behalf. It also indicates that we will transfer any rights of the new creation provided you pay us “when all the dust clears”.

Another clause in here also indicates that we will not hold you liable for any legal costs, etc. if anyone/thing is violated, injured or damaged during the course of doing work for you. You, in turn, will do the same. The latter two generally don’t come into play unless we are required to work on your physical location. Possible patent/trademark/servicemarks/copyright violation could occur IF you provide/instruct us to use artwork, logos, photos, audio/video clips, taglines, etc. of which you do not own or have the right to use.

We also agree that IFI is functioning as an independent contractor (even under a retainer) so you need not incur the time and expense of treating us as your standard employees (we are not adverse to a FREE donut, however). As such we may not obligate you to any other non-project related cost or expenses. We also indicate that the work is a “work for hire”. This is a legal phrase which paves the road to allow you to take ownership of the project when its done and paid for.

The agreement does, however, allow for us to identify and show the work to others as an example of our capabilities.

MISCELLANEOUS:

Here we agree that neither of us will pass off our obligations (to each other) to anyone else without written consent of the other – of which neither or us with reasonably stand in the way.

We agree that this document IS what we both agree to be bound to and by. That it contains all the specifications and deliverables related to the project. That it overrides any verbal/written agreements previously made.

We also agree that neither of us will hold the other responsible for delays due to various acts of God or hairless primates (strikes, wars, etc) outside of our control.

SCHEDULE 1:

In the basic contract wording we indicate that we want to get paid. Schedule 1 spells out how much, how and when we expect to get paid. It lists our basic hourly rates if we are billing by the hour or day. Optionally, it provides a section that describes retainers for fixed rate and variable cost projects. If not itemized in Schedule 2, this is also where you will find the project cost (usually given as a cost range and anticipated cost OR as a not to exceed time or budget cost). It also clearly indicates our payment terms.

SCHEDULE 2:

Schedule 2 is one that is written specifically to cover the details of what we are doing for you. Are we doing animation or an interactive CD, are we designing a complete website? Are we doing it in multiple languages or for a specific audience? This section also is used to detail the project timeline and deliverables, ie when do we need to meet with you?, what will you need to collect and provide us?, when and what are the proposed milestones/apprroval points of the project? If the project is multi-phased or required phased costs, the costs will be detailed in this schedule. All necessary information in order for both of us to understand and meet a proposed project deadline.

SCHEDULE 3:

If the project/work is for us to design (or redesign) your web presence, it will need to be hosted for others to find and use it. The Imagination Factory has its own servers. We are capable of hosting basic, secure and e-commerce internet (public), intranet (protected employee networks) and extranet (external sales rep/vendor network) sites. Should you choose to have us host your site (generally the best option), this schedule covers costs and limitations of the agreement.

SCHEDULE 4:

Schedule 4 is more an informational sheet than anything else. It discusses broadly where the project time will be spent. It also provides a list of things that will be needed or helpful to the design process as we go to work for you. The more we know about you, your company, its products and your consumers, the better design/marketing solution/interactive media/web presence that we are able to provide for you and your customers.

So… see there’s nothing all that scary in here after all, is there?


The Imagination Factory • 15 Ionia Ave. SW, Suite 220 • Grand Rapids, MI 49503 • phone: 616.356.CLIK (2545) • fax: 616.356.2546 • email: Contact Us Online

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