Ownership Rights
Client continues to own any and all proprietary information it shares with IDEASPARSH LLC during the term of this Agreement for the purposes of the Agreement. IDEASPARSH LLC has no rights to this proprietary information and may not use it except to complete the Graphic Design services. Upon completion of the Agreement, Client will own the final Graphic Design Deliverables.
While IDEASPARSH LLC will customize Client’s Graphic Design Deliverables to Client’s specifications, Client recognizes that Graphic Designs generally can have a common structure and basis. IDEASPARSH LLC continues to own any and all template designs it may have created prior to this Agreement. IDEASPARSH LLC will further own any template designs it may create as a result of this Agreement.
Confidentiality
During the course of this Agreement, it may be necessary for Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to IDEASPARSH LLC in order for IDEASPARSH LLC to complete the Graphic Design services and Deliverables in their final form. IDEASPARSH LLC will not share any of this proprietary information at any time. IDEASPARSH LLC also will not use any of this proprietary information for his/her personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by it’s natural termination or the early termination by either party.
Termination
This Agreement shall automatically terminate upon Client’s acceptance of the deliverables. This Agreement may otherwise be terminated at any time by either Party upon written notice to the other party. Client will be responsible for all costs and expenses incurred prior to the date of termination.
Upon termination, IDEASPARSH LLC shall return all Client content, materials, and all copies of Deliverables to the Client at its earliest convenience, but in no event beyond thirty (30) days after the date of termination.
Representations and Warranties
IDEASPARSH LLC. IDEASPARSH LLC represents and warrants that he/she has the right to enter into and perform this Agreement. IDEASPARSH LLC further represents and warrants that he/she has the right to utilize and distribute the designs created for Client and that such designs are not owned by anyone else to IDEASPARSH LLC’s knowledge. In the event that IDEASPARSH LLC does not have these rights, IDEASPARSH LLC will repay any associated damages Client may experience or will take responsibility so that Client does not experience any damages.
Client. Client represents and warrants that is has the rights to use any proprietary information, including, but not limited to trade secrets, trademarks, logos, copyrights, images, data, figures, content, and the like that it may provide to IDEASPARSH LLC to be included in this Website. In the event that Client does not have these rights, Client will repay any associated damages IDEASPARSH LLC may experience or will take responsibility so that IDEASPARSH LLC does not experience any damages.
Disclaimer of Warranties
IDEASPARSH LLC shall complete Graphic Design services for Client’s purposes and to Client’s specifications. IDEASPARSH LLC DOES NOT REPRESENT OR WARRANT THAT SUCH DELIVERABLES WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. IDEASPARSH LLC HAS NO RESPONSIBILITY TO CLIENT IF THE DELIVERABLES DO NOT LEAD TO CLIENT’S DESIRED RESULT(S).
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABILE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY.
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