Service Agreement
WORK AND PAYMENT
Bright Noodle Studios will begin work upon receipt of the signed service agreement from the client and complete work by the deadline listed in the statement of work document provided to the client.
The client will pay Bright Noodle studios according to the rate(s) and due date(s) listed in the statement of work document.
OWNERSHIP AND LICENSES
Once the client pays for the work product in full, the client will be the sole owner of the work product.
The client gives Bright Noodle Studios permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The client is not allowed to take back this license.
The client cannot sell or license background IP used by Bright Noodle Studios Bright Noodle Studios. Background IP includes pre-existing code, type fonts, stock photos, and web application tools.
Bright Noodle Studios may need to use the client’s intellectual property to do its job. The client agrees to let Bright Noodle Studios use the client’s intellectual property and other intellectual property that the client controls to the extent reasonably necessary to complete the work product. Beyond that, the client is not giving Bright Noodle Studios any intellectual property rights, unless specifically stated otherwise in this agreement.
REPRESENTATIONS
Each party promises to the other party that it has the authority to enter into this agreement and to perform all of its obligations under this agreement.
The client promises to review the work product, to be reasonably available to Bright Noodle Studios if Bright Noodle Studios has questions regarding the work product, and to be provide timely feedback and decisions.
The client promises that material provided to Bright Noodle Studios does not infringe on someone else’s intellectual property rights.
TERM AND TERMINATION
This agreement is ongoing until the work product is completed. Either party may end this agreement for any reason by sending an email to the other party, informing the recipient that the sender is ending the agreement. Bright Noodle Studios will immediately stop working on the work product upon confirmation of the agreement end. The client will pay Bright Noodle Studios for work done up until when the agreement ends and will reimburse Bright Noodle Studios for any non-cancellable expenses related to the work product. The following sections do not end even after the agreement ends: Ownership and Licenses, Representations, Confidential Information, Limitation of Liability, Indemnity, and General.
INDEPENDENT CONTRACTOR
The client is hiring Bright Noodle Studios as an independent contractor. The following statements accurately reflect the relationship:
Bright Noodle Studios will use their own equipment, tools, and material to do the work.
The client will not control how the job is performed on a day-to-day basis. Rather, Bright Noodle Studios is responsible for determining when, where, and how it will carry out the work.
The client will not provide Bright Noodle Studios with any training.
The client and Bright Noodle Studios do not have a partnership or employer-employee relationship.
Bright Noodle Studios cannot enter into contracts, make promises, or act on behalf of the client.
Bright Noodle Studios is not entitled to the client’s benefits (group insurance, retirement benefits, retirement plans, vacation days).
Bright Noodle Studios is responsible for their own taxes.
The client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for Bright Noodle Studios or any of Bright Noodle Studios’s employees or subcontractors.
CONFIDENTIAL INFORMATION
Bright Noodle Studios promises to treat confidential information as if it is Bright Noodle Studios’s own confidential information. Bright Noodle Studios may use this information to do its job under this agreement, but not for anything else. The client must give Bright Noodle Studios written permission to use confidential information for another purpose.
The Client and Bright Noodle Studios each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the client or Bright Noodle Studios is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
LIMITATION OF LIABILITY
Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this agreement.
INDEMNITY
Bright Noodle Studios agrees to indemnify the client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the UX Designer has done under this agreement; (ii) a breach by Bright Noodle Studios of its obligations under this agreement; or (iii) a breach by Bright Noodle Studios of the promises it is making in Representations section.
In this agreement, the client agrees to indemnify Bright Noodle Studios (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the client of its obligations under this Contract.
GENERAL
The client may assign its rights and delegate its obligations under this agreement in the event that another client buys out the client or if the client decides to sell the work product that results from this agreement.
If a portion of the agreement is found to be unenforceable, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the agreement is changed or disregarded because it is unenforceable, the rest of the agreement is still enforceable.
The client understands that submitting the online form at brightnoodlestudios.com/serviceagreementform is legally binding.
The laws of the state of Illinois govern the rights and obligations of the client and Bright Noodle Studios under this agreement, without regard to conflict of law principles of that state.
This agreement represents the parties’ final and complete understanding of this job and the subject matter discussed in this agreeement. The agreement supersedes all other agreements (both written and oral) between the parties.
THE CLIENT HERETO AGREES TO THE FOREGOING AS EVIDENCED BY THE COMPLETION OF THE FORM BELOW.