JFm-General Working Agreement

General Working Agreement

All services and materials provided by JFm Graphic Design (JFm) of Jerome, Idaho, will be subject to the provisions of this agreement. Specific terms or conditions for individual projects may be described in individual proposals or agreements. JFm may choose not to begin work until a proposal is accepted, deposits are received and we are authorized in writing to begin.

I. PRICING METHOD: Most projects are estimated in advance to provide a reasonable idea of the billable time to be incurred. In the case of an estimate, every effort will be made to be within tolerance. In the case of a proposal, we will bill at the quoted price, unless there are changes, alterations, or the project deadlines are missed due to actions or inaction by the client. The client will be notified of any significant increases in cost prior to their occurrence.

When printing prices are quoted, Industry Standards allows for a 10% overrun or underrun on quantities under 100,000 units. In these cases we adjust the bill based on unit costs. Any additional services, materials, changes or alterations requested after the acceptance of the proposal will be billed in addition to the original amounts estimated or quoted. If the scope or nature of the project changes to the extent that the original proposal no longer applies, a new proposal may be made. The customer must assume that all additions, alterations, changes in content, layout or process changes requested by the customer, will alter the time and cost.

II. RATES: Bids, Proposals, Budgets and Estimates are based on a prediction of time and materials involved in the task described by the client or the project outlined by JFm. Open Rates for design, production and pre-press are based on the amount of creativity requested and the skills required for each specific task. Rates may change during the course of the working relationship but will remain constant during any project. Changes will be reflected in individual bids, proposals, budgets and estimates. These rates do not reflect “Rush Fees” or “Over-Time” charges for work requested on weekends, holidays or evenings.

Minimum Charge on any single job ~ plus materials & expenses . . . . . . . . . . . . . . $30.00 1) Composition - “Do it just like this.” - The technical execution of a predetermined design.

There is little or no creativity anticipated. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $60.00 per hr.

2) Design - “Do it something like this.” Direction and parameters are provided by the client.

A limited amount of creativity is anticipated. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $80.00 per hr.

3) Creativity - “Use your creativity.” We are assigned the responsibility of developing the planning, strategy, concepts, images, layouts and other elements to create the product or services required.

A great deal of creativity is anticipated. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100.00 per hr.

Transfer of Rights - The above rates reflect a transfer to the client of unlimited and exclusive usage of the materials provided in the Bid. It does not include a transfer of All Rights or electronic copies of the files used to create the final product. If the transfer of ownership of additional rights is desired, the rates are increased 100%.

If the clients wished the ownership of additional rights to a specific design or concept, these may be purchased at any time for a recalculation of the hourly rate on the time billed.

III. ANNUAL CONTRACTS: JFm Graphic Design will establish a limited number of Annual Contracts with clients who have established a close working relationship. These Contracts are offered by JFm, solely at the discretion of JFm. These contracts provide the clients a preference in scheduling and a reduced hourly rates. In return, the client is obligated to provide a minimum number of hourly services each month. In other words, JFm will be placed on a monthly retainer by these preferred clients and with reduced and guaranteed rates for one year.

IV. FEES & PAYMENTS: The fees and billing terms for each project will be described in each proposal. We reserve the right not to begin, complete, or deliver any works until the appropriate terms are met. If projects are canceled or postponed prior to completion, billings will be made for services or materials to that point. Should any invoice not be paid in full within the terms of the proposal, a service charge of 2% per month (ANNUAL PERCENTAGE RATE of 24%) will be added to the outstanding balance. Charging an interest fee to the past due balance, does not mean that the terms have been extended or altered. Payments will be credited first to service charges and late fees with the remainder being credited to the balance due. The customer will be responsible for all fees and costs to enforce this portion of the agreement. @ 2012 ~ Jfm Graphic Design ~ Page 1 of 2

The general principle involving payments is: that we expect to be paid with the same sense of urgency with which the product or service was ordered, created and delivered.

V. WORK IN PROGRESS: Services and materials will accumulate on a daily basis and will be billed on a regular basis or upon delivery of product. Billings will state the project, service rendered and material used. More frequent billing can be arranged. Printed material is billed upon delivery.

VI. OUTSIDE SERVICES: We prefer to coordinate the outside activities of a project. These activities include photography, talent, film work, printing, signage, media placement, coding, programing and other purchases relating to specific projects. This responsibility is to make certain that outside subcontractors perform consistently with the intent of the overall project. In these cases, services and materials are resold. The fees for individual outside contractors may or may not be itemized.

VII. SCHEDULING: We will make every effort to meet publication dates, events or other deadlines. We are not responsible for changes in scheduling that are beyond our control or are the result of delays in receiving payments, approvals, information or materials from the client or their agents. If services or materials are requested on a faster than normal basis, additional cost may be incurred and will be reflected in the billing.

VIII. RIGHTS: Products or publications designed and created through contracted services, become the client’s property upon payment in full. Prior to specific payment for rights and a written release for materials or concepts designed and created by JFm, all copyrights, trademarks, or other rights remain the property of JFm. JFm specifically retains the right to display or use samples of the final product for presentation, self-promotion and portfolio purposes.

Should a transfer of rights be desired, JFm will negotiate these rights, upon advanced notification. Concepts, designs or writings created by JFm, which are not accepted and specifically paid for, remain the property of JFm. Disks, software, and/or similar “soft copy” items used to create printed or electronic products will remain the property of JFm although copies may be provided to the customer or subcontractors. In the event that JFm sustains a loss as a result of a claim, suit or process brought as a result of publication, broadcast or reproduction of materials provided, authorized or approved by the client, the client agrees to indemnify JFm from such losses.

IX. EXCLUSIVE IMPLEMENTATION: When the client requests or a project requires an unusually close working relationship that may entail the disclosure of proprietary or confidential techniques, procedures, sources, specialized training, or if a great deal of creativity is required for concept design and development, JFm reserves the right to exclusive implementation. This would provide JFm with the right of first refusal for all related projects or projects developed from concepts or discussions between the parties and the right to create all derivative works. This is not to be interpreted as a partnership or joint venture relationship.

JFm has the right of Exclusive Implementation of the concepts developed.___________________ X. WORKING RELATIONSHIP Options: Bid/Proposal - When JFm is contracted to develop or execute designs, concepts, merchandising strategies, marketing plans and/or media strategies, on a proposal basis, JFm will retain the exclusive right to implement those designs, concepts and strategies. This may include printing, signage, advertising, specialty items and/ or the supervision of subcontractors. In a Bid & Proposal Relationship only those products, services and rights specifically listed in the Proposal are transferred to the client.

Work-for-Hire - The client may exercises the option of establishing a Work-For-Hire relationship. When this relationship is established, ALL work is billed on a per-hour basis for ALL time and materials related to the project. Under a Work-For-Hire relationship specified rights and materials will be transferred to the client upon payment in full.

This agreement is the basis for our working relationship and is not to be modified or altered except by mutual consent.

Bid/Proposal Basis: _______________________________ Company ______________________ Date: __________ Work-For-Hire Basis: ______________________________ Company ______________________ Date:___________ @ 2012 ~ Jfm Graphic Design ~ Page 2 of 2