Emily Wells Design

Contract of agreement

Art & Design Services Agreement

This Agreement (“Agreement”) is entered into on the signed date by and between:

Designer: Emily Wells Design (“Designer”)
Client: Matt Harnacke (“Client”)

1. Scope of Work

Designer agrees to create custom artwork and/or design materials as described in the Project Proposal (“Artwork”). The Designer will provide the Client with digital files in the agreed-upon formats upon completion and final payment.

2. Payment Terms

  • Total project fee: $3800

  • The first payment is required to begin work. The remaining balance is due upon completion and before delivery of final files.

  • All payments are non-refundable once work has begun, due to the custom nature of the services.

  • Additional revisions or work beyond the agreed scope will be billed at $150 per hour.

3. Copyright

All rights, title, and interest in and to the Artwork remain the sole property of the Designer. The Artwork is protected under U.S. and international copyright law.

4. License Grant — Personal Use Only

Upon full payment, the Designer grants the Client a non-exclusive, non-transferable, perpetual license to use the Artwork for personal purposes, including but not limited to:

  • Displaying on personal social media platforms

  • Printing for personal display or gifts

  • Using digitally for personal websites or online portfolios

The Client may not:

  • Sell, license, or distribute the Artwork for profit

  • Use the Artwork on packaging, products, or merchandise for sale

  • Alter, edit, or create derivative works without written permission from the Designer

  • Transfer or sublicense rights to any third party

For any commercial or product-use applications (e.g., packaging, merchandise, resale, or profit-generating uses), a separate Commercial License Agreement and additional fee must be executed prior to use.

5. Commercial License Add-On (Optional)

If the Client elects to purchase a Commercial License Add-On, the following terms shall apply in place of Section 4 above:

Upon full payment of the designated Commercial License Fee of $5000, the Designer grants the Client a non-exclusive, non-transferable, worldwide license to reproduce, distribute, and profit from products featuring the Artwork, without limitation to production quantity, geography, or duration.

This license includes usage for:

  • Product packaging and labeling

  • Merchandise, textiles, or goods intended for sale

  • Advertising, marketing, and promotional materials related to the licensed products

  • Digital and print applications connected to the brand or product line

Limitations:

  • The Client may not resell, relicense, or transfer the Artwork itself to any third party.

  • The Client may not authorize third parties to create derivative works or adaptations of the Artwork without prior written consent.

6. Designer’s Portfolio & Marketing Rights

The Designer retains the right to display the Artwork in her professional portfolio, website, social media, printed materials, or other marketing platforms, including in-progress and final images.

7. Revisions & Approvals

The project includes 2 rounds of revisions. Additional revisions beyond this number will incur additional fees.

8. Cancellation

If the Client cancels the project after work has begun, any deposits paid are non-refundable and all work completed up to that point will remain the property of the Designer. If cancellation occurs after completion, full payment is due.

9. File Delivery & Storage

Final files will be delivered digitally via Google Drive. Designer is not responsible for long-term storage of files after 365 days from delivery.

10. Limitation of Liability

The Designer is not liable for any indirect, incidental, or consequential damages arising from the use of the Artwork. The maximum liability under this Agreement shall not exceed the total fees paid.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of law provisions.

12. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior communications or agreements, whether written or oral.