In the case of a notice sent by email, upon the receipt by the sender of a confirmation from the recipient or the recipient's email server that the email has been received by the recipient. 11.3  Upon expiration or termination of this Agreement: (a) Each Party shall return or, at the disclosing Party’s request, destroy the Confidential Information of the other Party; and. The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. binding agreement for the provision of that Design from the Designer to 12.4  Governing Law. First, the owner (employer) appoints a design team to lay down the proj… InFocus and Supplier agree that the rights to the Intellectual Property developed and owned by InFocus prior to the effective date of this Agreement shall remain the Intellectual Property rights of InFocus and that the Intellectual Property rights to all improvements or enhancements to the Product Design made by or for Supplier at any time under this Agreement shall … Designer shall provide Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect. AGREEMENT FOR DESIGN SERVICES. ("Transferred Design") as part of a Design Contest. 11.1  This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and the Final Deliverables and the Final Art are delivered. Client is free to engage others to perform services of the same or similar nature to those provided by Designer, and Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer. 11.2  This Agreement may be terminated at any time by either Party effective immediately upon notice, or the mutual agreement of the Parties, or if any Party: (a) Becomes insolvent, files a petition in bankruptcy, or makes an assignment for the benefit of its creditors; or. here. If 1.11  “Third Party Materials” means proprietary third party materials which are incorporated into the Final Deliverables, including, but not limited to, stock photography or stock illustrations. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified in the signature execution section below, unless notification of change of address is given in writing. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the Parties and the various terms and conditions of this Agreement. Upon completion of the Services and conditioned upon full payment of all fees, costs and out-of-pocket expenses due, Designer shall assign to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Designer as part of the Final Art and Final Deliverables for use by Client. Designer, and the Services Agreement, then those documents will be read Designer shall not assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of Client. 12.3  No Assignment. Private. Each Party, its agents and employees shall hold and maintain in strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this Agreement, except as may be required by a court or governmental authority. Client, within 3 business days of receipt of each Deliverable, shall notify Designer, in writing, of any failure of such Deliverable to comply with the specifications as agreed upon by the Parties, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. What Is an Ownership Agreement? To the extent that there is any inconsistency between the terms of this Client agrees to indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Designer is an independent contractor, not an employee of Client or any company affiliated with Client. (c) Final proofreading pursuant to Provisions 4.1 and 4.2. b) If this clause applies, then upon receipt of payment for the