PACKAGING DESIGN AGREEMENT
This Packaging Design Agreement is entered into on August 15, 2007, by and
between Startale Group, Inc. with offices at 0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxx 00000 (herein referred to as the Client) and Lotos with
offices at 00 Xxxxxxxxx Xxxxxx, Xxxx #0, Xxxxxx, Xxxxxxx 00000 (herein referred
to as the Designer) concerning this project referred to as: Startale Packaging.
For due remuneration as detailed in this agreement, the Designer will provide
services to the Client as set out herein. This agreement forms a part of and is
subject to the standard terms and conditions attached.
Terms of Payment
An advance of USD$1,000 (one thousand dollars) is required before work shall
begin. The balance of fees are due upon receipt of invoices issued monthly for
services rendered to date, and upon completion of the project. If it is found
that any major expenses will need to be incurred during the assignment the
Client shall be notified and shall be asked to advance the Designer a minimum of
50% of said expense. All invoices are payable within fifteen (15) days of
receipt. A 1.5% monthly service change is payable on all overdue balances.
Standard Terms & Conditions
These standard terms and conditions are in accordance with the recognized and
standard practices of the graphic design profession, and provide the basis for
an efficacious working relationship between the Designer and the Client and form
an integral part of the agreement between the Designer and the Client
Estimates
Fee quotations and proposals are subject to amendment or withdrawal by the
Designer at any time prior to the signing of an agreement between the Client and
the Designer. The Client shall reimburse the Designer for all out-of-pocket
expenses and disbursements incurred by the Designer in the course of this
project as set out in the agreement as to Expenses. Estimates for fees and
reimbursable expenses are for planning and budgeting purposes only. The Designer
shall strive to work within stated budgets, but is not liable if expenses exceed
estimates as a result of changes to the project's parameters. The Clients'
approval in writing shall be obtained for any increases in fees or expenses that
exceed the original estimate by 15% or more Fees and expenses are orally
authorized shall be invoiced and paid for by the Client.
Conditions of Engagement
A signed agreement or other written confirmation of contract is required prior
to the start of the project The Client and the Designer each represent that they
have full power and authority to enter into this agreement and that this
agreement is binding upon the Client and Designer and enforceable in accordance
with its terms. This agreement represents the entire agreement between the
Client and the Designer, and may only be the changed or modified in writing and
with the approval of both parties.
Rushed or Prolonged Work
Any work required in advance of an agreed schedule or timetable, any shortening
of the contract period, or additional fees and expenses incurred during a
project due to Client delays or extensions shall be charged and paid for at an
additional rate agreed to in advance, or, failing agreement, at a reasonable
rate to be determined at the discretion of the Designer
Materials Provided by the Client
The Client shall provide accurate and complete information and materials to the
Designer, and guarantees and warrants that all materials are owned by the Client
or that the Client has all necessary rights, including copyright and waiver of
moral rights in such materials, to permit the Designer to use them for the
project. All copy, photographs, artwork, text and other source materials
submitted by the Client shall be of professional quality and in a form suitable
for reproduction without further preparation or alteration. An additional charge
may be made when materials are submitted by the Client in such a form which
prevents them from being readily utilized
Client Approval
The Client shall appoint a sole representative with full authority to provide
necessary information required by the Designer and to provide reasonable
approvals. The Client shall proofread and approve all elements of final designs.
Approval must be provided before production can continue. Corrections, if
required, shall be identified on proofs, artwork, facsimiles, or drawings and
are to be returned to the Designers marked "O.K"or"O.K.with correction", with
the name or initials of the individual duly authorized to pass on same. If a
copy of the revisions is required, a request must be made when the
above-mentioned articles are returned to the Designer.
Revisions and Additions
Any revisions, additions, or alterations to the project modifying the terms of
the agreement as the Services to be performed and not included in any fee
specified, shall be billed as additional services. Such additional services
shall include, but shall not be limited to, changes in the extent of work,
changes in the complexity of any elements of the project, and any changes made
after approval has been given for a specific stage of design, documentation, or
preparation of artwork. The Designer shall keep the Client informed of
additional services that are required, and shall request the Client's approval
or any additional services which cause the total fees to exceed the fixed or
estimated fees set forth in this agreement
Copyright and Ownership
Unless otherwise stated herein, all services provided and materials created in
the course of this project by the Designer shall be for the exclusive use and
benefit of the Client, other than for the promotional use of the Designer. Upon
payment in full of all fees and disbursements the Designer shall assign full
copyright and legal ownership for all approved final designs to the Client and
shall transfer ownership of camera-ready artwork, mechanicals, negatives and
reproduction specifications to the Client. Unless otherwise stated, the Designer
retains the moral rights to all work created in the course of this project. If
the Client wishes to make additional use of the materials or ideas obtained
therefrom, the Client agrees to seek permission from the Designer and to make
such further payments as are agreed to by both parties at that time. Where
copyright or other intellectual property rights are acquired by the Client, the
Designer shall, when requested, assist in the application for design and
copyright registration. The costs of such assistance and action shall be borne
solely by the Client.
Use of Work
The work carried out and materials created during the course of this project
shall not be used for any purpose other than that which is set out in the
agreement as to Use and Rights without prior approval of the Designer. In no
circumstances may work in rough form be used or published by the Client as
finished work, or be used as a basis for completion by others, without the prior
written consent of the Designer.
Storage and Access
The Designer shall retain and store all final electronic files, finished
artwork, drawings, and specifications for which specific reproduction rights
have been granted, for a minimum period of 12 months after completion of the
project. Upon expiration of this period, all such materials may be destroyed by
the Designer, upon reasonable notification to the Client. The Designer is not
responsible for information or materials lost or destroyed due to disk failure
or other unforeseeable hazards. The Client shall have reasonable access to all
stored materials for the purpose of review, and shall pay the Designer a
reasonable fee for de-archiving or retrieving materials, should expenses be
incurred.
Liability
The Designer is not responsible for errors or omissions in any work produced as
per the Client's "O.K." No financial responsibility is assumed by the Designer
for errors or damages resulting front such errors. The Client will indemnify,
defend, and save harmless the Designer against any claim, damages and expense
actions or causes of action arising from or prompted by the use of any material
supplied to the Designer by Client or its agents. All property belonging to the
Client or its agents is handled and stored by the Designer shall be done so at
the Client's own risk The Designer is not responsible for delays in delivery
caused by acts of God, strikes, fires, floods or any other similar circumstances
beyond the Designer's control.
Termination
On termination or postponement of this project, or any part of it, for any
reason, the Client shall pay the Designer for the work completed to date,
together with all expenses incurred. Any advance of fees will be credited
against the amount due. In the event of termination, the Designer shall retain
the copyright even if the fees agreed to in advance have included the assignment
of copyright.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.
STARTALE GROUP INC. LOTOS
Name:/s/Xxxxxxx Nem Name: /s/Valentina Betyuk
------------------- ----------------------
Xxxxxxx Nem Valentina Betyuk
Title: President Title: Director
Date: August 15, 2007 Date: August 15, 2007
C/S C/S
