Crest Design Agreement

CREST DESIGN AGREEMENT

This Crest Design Agreement (the “Agreement”) is made as of [DATE] (the “Effective Date”) between FC Link Inc. (“FC Link”), a Texas corporation, located at PO Box 156101 Fort Worth TX 76155, and [PURCHASER NAME] (the “Purchaser”), located at [PURCHASER ADDRESS].

WHEREAS, FC Link Inc. – through its contractors, employees, or agents – designs soccer crests in exchange for payment, and the Purchaser wishes to commission FC Link Inc., through its contractors, employees, or agents, to design a crest for its soccer club or team; and,

WHEREAS, the parties wish to have the creation of the Crest be governed by the mutual obligations, covenants, and conditions herein;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree as follows:

Article I: Overview.

1.1        FC Link will design and provide to Purchaser a soccer club or team crest (the “Crest” which will also be used to refer to multiple crests in the event that Purchaser is contracting for more than one) meeting the specifications contained in Exhibit A in exchange for Purchaser’s payment of the amount listed in Exhibit A (the “Design Fee”) subject to the terms and conditions contained in this Agreement.

1.2        The Design Fee is the total amount Purchaser will pay FC Link for all potential services provided by FC Link contemplated by this Agreement except for any potential additional fees described in Article II, which may be incurred in addition to the Design Fee. Both parties’ obligations are conditional at each stage of the Crest’s design process – as detailed primarily in Articles II, III, and IV – upon the other party meeting its obligations.

1.3        Purchaser represents, warrants, and covenants to FC Link that (a) Purchaser owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the content provided by Purchase on Exhibit A and any files provided by Purchaser related to this Agreement (the “Content”), including but not limited to written descriptions, logos, mascots, team names, or color schemes; (b) to the best of Purchaser’s knowledge, the Content is accurate, legal, does not infringe on the rights of any third party, and use of the Content does not and will not infringe on the rights of any third parties; (c) Purchaser will comply with the terms and conditions of any licensing agreements which govern the use of materials provided by a third party, if any; (d) Purchaser will comply with all laws and regulations as they relate to all phases of the design process of the Crest.

 Article II: Development of Preliminary Design.

2.1        Upon execution of this Agreement, Purchaser’s will pay FC Link [AMOUNT (twenty-five (25%) of total price charged)] in exchange for FC link developing and delivering to Purchaser a preliminary design of the Crest.

2.2        FC Link will develop a preliminary design according to the description of the Crest, as interpreted by FC Link, contained on Exhibit A.

2.3        FC Link will deliver the preliminary design to the Purchaser within [7] days of the Effective Date. The Purchaser may, within [seven (7)] days of receipt of the first draft of the preliminary design, request changes, and FC Link will have sole discretion in determining (1) whether it agrees to make such changes; and, (2) in such a case, determining whether to charge an additional fee for completing the additional work necessary to complete the requested changes. An additional fee will not necessarily apply to all requested changes, but if an additional fee is applicable, it will vary according to the extent of the requested changes and the related time, effort, and expense that FC Link will expend to make such changes; however, in no case, will any such additional fees exceed One-Hundred [$100]. If an additional fee is applicable, FC Link will notify Purchaser of the additional fee amount. Upon receipt of notification of any additional fees, Purchaser will have [seven (7)] days to take one of the following actions: (1) provide written approval of the preliminary design without seeking any of its requested changes; (2) agree in writing to pay FC Link the additional fees, if any, for continuing work on the design; or (3) provide notification that Purchaser does not wish to continue the project or fail to provide notification of any kind, both of which will be treated the same (Article VII contains the relevant provisions relating to third action). If the second option is chosen, any additional fee owed must be paid by Purchaser before FC Link will continue work on designing the Crest. In the event requested changes are made, a subsequent preliminary design is delivered to Purchaser, and Purchaser requests further additional changes, such additional requested changes will be treated in the same manner as the changes requested on the initial preliminary draft as outlined in this Section 2.3.

Article III: Written Approval of Preliminary Design.

3.1        Upon Purchaser providing FC Link with written approval of a preliminary design, Purchaser’s will pay FC Link [Dollar Amount (twenty five percent (25%) of total price charged)] in exchange for FC link developing a finalized design of the Crest. FC Link may use its profes­sional judgment to deviate from the approved preliminary design as FC Link in good faith believes necessary to create a Crest that best accommodates FC Link’s reasonable belief as to the Purchaser’s desired finalized Crest design. FC Link will complete a final design of the Crest and notify Purchaser of completion within [7-10] days of receiving written approval a preliminary design. The point at which

 Article IV: Final Design.

4.1        Within [seven (7)] days of receiving notification that the final design of the Crest has been Completed, Purchaser will pay FC Link $[Dollar Amount (twenty five percent (25%) of total price charged)].

4.2        Within [seven (7)] days of receipt of Purchaser’s payment in full of any amounts due, FC Link will deliver final design to Purchaser.

Article V: Additional Payment Details.

5.1        When applicable, Purchaser will pay sales tax for the costs of the Crest and tender such amount to FC Link as a part of Purchaser’s final payment to FC Link, even if such final payment is not made in exchange for delivery of the final design of the Crest. If any applicable sales tax is not paid for by Purchaser, FC Link may pay the appropriate sales tax and invoice Purchaser for the amount paid.

Article VI: Delivery.

 6.1        Any time FC Link is obligated to deliver a design of the Crest to Purchaser under this Agreement (regardless of whether it is a first preliminary design, subsequent preliminary designs, or a final design), each respective design will be delivered to the Purchaser as an attachment sent to the email address provided by Purchaser on Exhibit A.

 Article VII: Termination.

 7.1        This Agreement may be terminated on the following conditions and subject to the following terms:

(a)         If Purchaser (1) fails to pay FC Link any applicable amounts due per the terms and conditions of this Agreement; (2) fails to provide FC Link any applicable approval or notification due per the terms and conditions of this Agreement; or, (3) otherwise fails to complete any of its obligations under this Agreement, then FC Link (A) will retain any amounts Purchaser has had already paid to FC Link; (B) will have no obligation to undertake any further performance under this Agreement; and, (C) will have the right to terminate this Agreement. However, nothing in this Section 7.1(a) will prevent FC Link from bringing suit based on the Purchaser’s breach of contract.

(b)        The Purchaser will have the right to terminate this Agreement if FC Link fails to complete the Crest within thirty (30) days of any of FC Links’ completion date(s) stated in this Agreement. In the event of termination pursuant to this Section 7.1(b), FC Link will return to the Purchaser the payment made by the Purchaser for which FC Link had not provided the conditional services for which such payment was made, but will not return any prior payments made by Purchaser for which the respective conditional services have been completed by FC Link. In no case will FC Link be liable for any additional expenses, damages, or claims of any kind based on the failure to complete the Crest pursuant to this Agreement.

(c)         The exercise of a right of termination under this Section will be written and set forth the grounds for ter­mination.

 Article VIII: Ownership and Copyright.

8.1        Ownership. Title to the Crest will remain in FC Link until FC Link is paid in full. In the event of termination of this Agreement pursuant to Section 7.1(a), FC Link will retain all rights of ownership in the Crest and will have the right to use the Crest in any lawful way to the fullest extent of its ownership interest and intellectual property rights in the Crest, potentially including but not limited to completing preliminary designs, using the Crest for commercial, business, promotional, or any other purposes, and selling the Crest if FC Link so chooses. In the event of termination of this Agreement pursuant to Section 7.1(b), the Purchaser will own the Crest in whatever degree of completion it stands at the time of termination and will have the right to complete preliminary designs if the Purchaser so chooses.

Notwithstanding anything to the contrary herein, Purchaser will return to FC Link the preliminary design, all incidental works made in the creation of the Crest, and all copies and reproductions thereof and of the Crest itself, and FC Link will retain all rights of ownership in these specific provided, however, that in the event of termination pursuant to Section 7.1(b) the Purchaser will have a right to keep copies of the preliminary design for the sole purpose of completing the Crest.

 8.2        Copyright. Unless otherwise stated in this Article VIII, upon delivery of the final Crest design, subject to the terms of this Agreement, FC Link assigns to Purchaser the fullest extent of all copyrights and intellectual rights FC Link may have in the Crest, the preliminary design, and any incidental works made in the creation of the Crest. The term “copyright” in this Section and anywhere else in this Agreement refers to the term as it is used in the United States Copyright Act. Notwithstanding anything to the contrary herein, Purchaser grants FC Link a nonexclusive, worldwide license, lasting as long as applicable intellectual property rights in the Crest exist, to use the Crest in a promotional or commercial manner but only as a means of using it as a sample or example of previous design work created by FC Link.

Article IX: Other Provisions.

 9.1        Independent Contractor. FC Link will perform its work under this contract as an independent contractor.

9.2        Assignability. Without needing consent or prior notice from Purchaser, FC Link, in its sole discretion, may assign some or all of its obligations under this Agreement to a third party and may assign monies due to FC Link under the terms of this Agreement to a third party. Other than these permitted assignments, neither party hereto will have the right to assign this Agreement without the prior written consent of the other party.

9.3        Heirs and Assigns. This Agreement binds the Purchaser, and inures to the benefit of the Purchaser and the Purchaser’s heirs, executors, administrators, legal representatives, successors, and permitted assigns. References to the Purchaser will include Purchaser’s heirs, executors, administrators, legal representatives, and permitted assigns. This Section 9.3 does not address, directly or indirectly, whether a party may assign its rights or delegate its performance under this Agreement, which Section 9.2 separately addresses.

9.4        Integration. This Agreement constitutes the entire understanding between the parties. Its terms can be mod­ified only by an instrument in writing signed by both parties.

9.5        Waivers. A waiver of any breach of any of the provisions of this Agreement will not be construed as a con­tinuing waiver of other breaches of the same or other provisions hereof.

9.6        Notices and Changes of Address. All notices will be sent to either party’s respective email addresses or listed on Exhibit A, unless required by law to send the such notice to a physical address, in which case all such notices will be sent to each party’s physical address contained in the first paragraph of this Agreement. Each party will give written notification of any change of either its physical or email address prior to the date of said change.

9.7        Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in Dallas County, Texas, in any legal suit, action, or proceeding arising out of or based upon this Agreement or the services provided hereunder.

9.8        WARRANTIES. Except as expressly set forth in thE Agreement and to the maximum extent permitted by applicable law, FC LINK expressly disclaims all other warranties, conditions, or representations, express or implied, statutory or otherwise, regarding the CREST AND ANY other GOODS OR services provided by FC LINK hereunder, including any implied warranties or conditions of merchantability, satisfactory or merchantable quality, and fitness for a particular purpose, or those arising from a course of dealing or usage of trade.

 9.9        Indemnification. The Purchaser will defend, indemnify, and hold harmless FC Link against claims of tangible damage or injury to property – including but not limited to intellectual property – or persons, or any other claims whatsoever, to the extent caused by the breach of Purchaser of any of its covenants, representations, or warranties under the Agreement or by the negligence or willful conduct of the Purchaser or its agents. The Purchaser agrees to indemnify, defend, and hold harmless FC Link from any and all claims, regardless of by whom such claim or claims may be asserted, for personal injury or property damage or otherwise that may result directly or indirectly from the use, possession, or ownership of the Crest or from the services provided by FC Link pursuant to the Agreement.

 9.10      Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

9.11      Electronic Signatures. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code Ann. § 322.001 et seq.) as amended from time to time.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first set forth above.

FC LINK INC.:                                                                            PURCHASER:

 

                                                                                                                                                            

Brandon Voss, Managing Shareholder, FC Link Inc.                          [NAME OF PURCHASER]

Exhibit A: Description of Preliminary Design and Agreement Details

  1. The Purchaser is seeking [one/three] Crest(s) with the following characteristics:

(a)         Name of the team/club for which the Crest is being designed: [NAME]

(b)        Primary Colors of the team/club for which the Crest is being designed: [COLORS]

(c)         Logo, mascot, or any other feature of soccer team/club’s brand that are to be incorporated into the Crest (if any image files of the logo, mascot, etc. wish to be used, image files must be provided to FC Link),: [MASCOT, ETC.]

(d)        Any Additional features/notes:

  1. The final design of the Crest provided to Purchaser by FC Link will meet the following specifications:

(a)         Type of files: [JPEG, PNG, etc.]

(b)        Resolution of Crest Image File: [Insert Resolution provided by third-party designer]

(c)         Any Additional features/notes: [NOTES]

III.       Design Fee: [$175.00/$400.00] payable according to the terms of the main body of the Agreement

  1. Delivery and Contact Information for Purchaser:

(a)         All designs of the Crest and any required notifications will be delivered to the Purchaser at the following email address: [EMAIL ADDRESS].

(b)        The contact email address for Purchaser is: [EMAIL ADDRESS].

  1. Delivery and Contact Information for FC Link:

(a)         Any required notifications will be delivered to FC Link at the following email address, which will also serve as FC Link’s contact email address: [support@fclink.com].