A partnership contract
between two parties
who refuse the ordinary.
The Promise
This is not a wall. It is a foundation.
Most contracts are written to scare people into compliance. This one is written to make the work better. The clearer we are at the start, the freer we both are to do the work that matters — building a brand that refuses to be ordinary.
Every clause in this document exists for one of three reasons: to protect the work, to protect the relationship, or to protect both parties when something unexpected happens. Read it carefully. Ask questions. When you sign it, you are not just agreeing to terms. You are agreeing to build something awesome, on purpose.
The Parties
This agreement is between two parties, identified below.
11, Tunde Agunbiade Street, Muniru Estate, Ogombo, Lagos, Nigeria
hello@awesomebydesign.studio · +234 806 282 8409
Throughout this agreement, THE AWESOME DESIGN STUDIO LTD is referred to as “the Design Studio,” and [the company that has commissioned the work] is referred to as “the Client.” Together, the two are referred to as “the Parties.”
The Work
2.1 Selected Tier
The Client has selected the following tier:
2.2 Deliverables Included
The deliverables for the selected tier are listed in Schedule A at the end of this agreement. Only the deliverables listed in Schedule A are included in this contract. Anything not listed is considered out of scope.
2.3 Out of Scope
If the Client requests work that is not listed in Schedule A, the Design Studio will provide a separate written quote for that work before starting it. The Design Studio reserves the sole right to decline any work not listed in the original scope, or to amend the project timeline to accommodate the additional work.
2.4 Project Description
Timeline
3.1 Project Duration
This project will run between [Start Date] and [Estimated Completion Date]. The estimated duration for the selected tier is 3 to 12 weeks.
3.2 Phase Structure
The project will move through the following phases:
| # | Phase | Description | Duration |
|---|---|---|---|
| 1 | Discovery | Onboarding, brand questionnaire, kickoff call | Week 1 |
| 2 | Strategy | Positioning, audience, brand strategy document | Week 1–2 |
| 3 | Visual Direction | Mood, references, creative territories presented | Week 2–3 |
| 4 | Design | Logo, color, type, full visual system | Week 3–6 |
| 5 | Refinement | Revisions, finalization, asset preparation | Week 6–8 |
| 6 | Delivery | Handover of all final files and brand assets | Week 8–12 |
3.3 Timeline Dependence
The timeline above assumes the Client provides feedback within the timeframe set in Section 7. If the Client delays feedback, the timeline shifts by the same number of days, and the Design Studio is no longer bound to the original Estimated Completion Date.
The Investment
4.1 Total Investment
The total cost for the selected tier is [$ AMOUNT].
4.2 Payment Schedule
The Client may choose one of the following payment structures:
- Option A: 75% upfront before work begins, 25% on final delivery.
- Option B: 50% non-refundable deposit before work begins, 50% on final delivery.
For larger or longer projects, the Parties may agree in writing to a milestone-based split. Any such variation must be recorded in a written addendum signed by both Parties.
4.3 Selected Payment Structure
4.4 Currency
Currency terms will be displayed once a Client country is selected above.
4.5 Accepted Payment Methods
4.6 Deposit Required Before Work Begins
Work will not start until the agreed deposit (50% or 75%) has been received and confirmed in the Design Studio's account. If the deposit is not received within seven (7) days of contract signing, the Design Studio reserves the right to release the project slot to another client.
Late Payment
5.1 Grace Period
Payments are due on the dates listed on each invoice. The Client has a fourteen (14) day grace period after the due date to make the payment with no penalty.
5.2 Late Fee
If payment is not received within the fourteen (14) day grace period, a late fee of two percent (2%) per month is added to the outstanding amount, calculated as simple interest. The total late fees applied cannot exceed the original invoice amount.
5.3 Suspension for Non-Payment
If any payment is more than thirty (30) days overdue, the Design Studio may suspend all work on the project until the outstanding balance is paid in full. The timeline shifts by the number of days the project was suspended.
Revisions
6.1 Included Revisions
The selected tier includes [X] revision rounds. A “round of revision” means one consolidated set of feedback from the Client, addressing one design phase.
6.2 What Counts as a Revision
A revision is a request to modify the design within the agreed creative direction — adjustments to type, color, layout, or composition. A revision is not a request to start over with a new direction. Requests for an entirely new direction are treated as new work and will be quoted separately.
6.3 Additional Revisions
If the Client requests revisions beyond [the included rounds], additional revisions will be charged at [rate per round]. Additional revisions must be paid for before the revision work begins.
6.4 What Triggers a New Revision Round
A new revision round is triggered when the Client asks to change a creative decision that was already approved in writing, or to revisit a direction that was previously concluded. This includes:
- Reversing a decision the Client previously signed off on,
- Asking to redo work that was approved at an earlier phase,
- Introducing a new creative direction after one was already chosen, or
- Requesting changes to elements that were locked in at a prior milestone.
Asking the Design Studio to refine, polish, or adjust work that is currently in progress within an active phase is not a new revision round — that is part of the active round already underway. The distinction is between moving forward within an agreed direction (same round) and going back to change something already settled (new round).
Client Responsibilities
The success of this project depends on the Client meeting the following responsibilities.
7.1 Timely Feedback
The Client must provide feedback within fourteen (14) days of receiving any work from the Design Studio. Delays beyond this window trigger Section 8 (The Silence Protocol).
7.2 Decision-Maker Authority
The Client confirms that the person signing this contract has the authority to approve creative decisions on behalf of the Client's business. If approvals require sign-off from additional stakeholders, the Client is responsible for coordinating that internally and delivering one consolidated decision per round.
7.3 Proofreading
The Client is responsible for proofreading all deliverables before final approval — this includes spelling, grammar, contact details, addresses, prices, and all factual content. Once the Client gives final approval, any errors discovered after delivery will be corrected at the Client's expense at the rate of [rate per correction].
7.4 Cultural and Subjective Interpretation
The Design Studio is not an expert on every cultural, religious, or regional symbolism that may exist worldwide. If the Client becomes aware of any meaning, association, or interpretation in the work that they find objectionable, the Client must raise the concern in writing before final payment is made. The Design Studio will work with the Client to address and modify the work at no additional cost. Once final payment has been made, any further concerns about symbolism, meaning, or interpretation become the Client's responsibility, and any modifications will be quoted as new work.
7.5 Third-Party Costs
Any third-party costs required to deliver the project — including but not limited to font licenses, stock photography, illustration commissions, printing, and external software subscriptions — are paid by the Client. The Design Studio will obtain the Client's written approval before incurring any third-party cost on the Client's behalf.
7.6 Source Materials
The Client is responsible for providing any required source materials (existing logos, brand assets, photography, copy, product information) within seven (7) days of project kickoff. Delays in providing source materials extend the project timeline by the same number of days.
The Silence Protocol
This section explains what happens when the Client stops responding during the project. It exists because client silence is the single most damaging thing that can happen to a creative project, and clear rules protect both parties.
If the Client fails to respond to the Design Studio's request for feedback or approval for fifteen (15) consecutive days, the Design Studio has the right to formally pause the project. When a project is paused:
- The Design Studio's obligation to meet the original timeline ends.
- The project is removed from the active production schedule.
- The Design Studio is free to take on other work in the slot previously held for the Client.
- A restart fee of fifteen percent (15%) of the remaining project value must be paid before work can resume.
- A new timeline will be agreed in writing once the restart fee is paid.
If the Client remains unresponsive for thirty (30) consecutive days with no contact at all — no replies to emails, no acknowledgment of messages, no engagement on any agreed channel — the project is automatically considered cancelled. When this happens:
- The contract is terminated.
- All deposits and payments made to date are forfeited and non-refundable.
- All concepts, drafts, and work in progress remain the sole property of the Design Studio.
- The Client receives no deliverables, files, or rights to any work produced.
If a project has been paused under Layer One, and the Client wishes to restart the project after sixty (60) days or more of inactivity, the Design Studio has the sole right to decline restart. Reasons may include — but are not limited to — production capacity, changes in the Design Studio's pricing, or a determination that the original creative direction is no longer current. If restart is declined, any deposits or payments already made are forfeited as compensation for time and slot reservation.
8.4 Notice of Each Layer
The Design Studio will notify the Client in writing (by the agreed communication channel) when each layer is triggered, giving the Client a final 48-hour window to respond before the next consequence applies.
Ownership & Rights
9.1 Ownership Before Final Payment
Until the final payment under this contract is received in full, all work produced by the Design Studio — including concepts, drafts, sketches, presentations, source files, and final designs — remains the sole property of the Design Studio. The Client has no right to use, reproduce, share, or modify any of this work before final payment is made.
9.2 Ownership After Final Payment
Once full payment has been received, the Design Studio transfers to the Client a worldwide, perpetual, non-exclusive license to use the agreed final deliverables for the Client's business purposes — including reproduction, display, distribution, and modification across print and digital media.
9.3 Unused Concepts
Any concepts, drafts, alternative directions, or sketches that were presented to the Client but not selected as the final design remain the sole property of the Design Studio. The Client may not use, reproduce, store, or commission another designer to recreate any unused concept. The Design Studio reserves the right to use unused concepts in its own portfolio, future client work, or for any other purpose.
9.4 Source Files
The Client receives the editable source files (.AI, .PSD, .FIG, etc.) for the agreed final deliverables only after full payment. Source files for unused concepts are never released.
9.5 Portfolio Rights
The Design Studio reserves the right to display all completed work for this project in its portfolio, on its website, on social media, in case studies, in published interviews, in award submissions, and in any other promotional material. By default, this right activates upon project delivery.
9.6 Confidentiality Window for Sensitive Launches
If the Client's project involves a sensitive launch (a new product, rebrand, funding announcement, or other time-sensitive moment), the Client may request a portfolio publication delay of up to six (6) months from project completion. This request must be made in writing before project kickoff and noted in Schedule B.
9.7 Credit Attribution
Credit attribution is appreciated but not required. When the Client publicly shares the brand assets created under this contract, they are encouraged to credit the Design Studio as “Designed by AWESOME” or by tagging @awesomebydesign.studio on social media. This credit is a courtesy, not a contractual obligation.
9.8 Third-Party License Compliance
For any third-party assets used in the final deliverables (fonts, stock images, icons, plugins), the Client is responsible for maintaining the necessary licenses going forward. The Design Studio will provide a list of all third-party assets used and their licensing terms upon delivery.
9.9 Copyright Registration
The Design Studio recommends that the Client register the final brand assets with the Nigerian Copyright Commission (NCC) to strengthen the Client's ownership. The cost and process of registration is the Client's responsibility.
Termination & Kill Fee
10.1 Termination by the Client
The Client may terminate this contract at any time by giving the Design Studio written notice. The financial consequences depend on when termination happens:
Before work begins (after deposit paid)
The deposit is non-refundable. No further amount is owed.
After work has begun
The Client must pay:
- (a) The full deposit (non-refundable), plus
- (b) Payment for the portion of work already completed up to the date of termination — calculated based on the project phase reached (see Section 10.4 below), plus
- (c) Fifty percent (50%) of the remaining contract value as compensation for the slot held and committed time.
The Design Studio will issue a final invoice covering items (b) and (c) within seven (7) days of receiving the termination notice. Payment is due within fourteen (14) days of the final invoice.
10.2 Termination by the Design Studio
The Design Studio may terminate this contract at any time if:
- (a) The Client breaches any term of this agreement,
- (b) The Client engages in unprofessional, abusive, or harassing behavior,
- (c) The Client fails to pay any amount due under this contract for more than thirty (30) days after the due date,
- (d) The Client provides false information about their business, identity, or the nature of the project, or
- (e) The Client demonstrates excessive micromanagement, repeated disregard for agreed creative direction, or unwillingness to make project decisions in good faith.
If the Design Studio terminates the contract under any of the reasons above, all amounts paid to date are forfeited, and the Design Studio retains full ownership of all work produced.
10.3 Mutual Termination
The Parties may agree to terminate the contract by mutual written consent. The financial settlement in such cases will be agreed in writing at the time of termination.
10.4 Phase-Based Calculation of Completed Work
For Section 10.1(b), the value of completed work is calculated by which phase the project reached at the date of termination:
| Phase Completed | % of Contract Value |
|---|---|
| Discovery only | 15% |
| Discovery + Strategy | 30% |
| Visual Direction presented | 50% |
| Design phase begun | 70% |
| Refinement phase | 90% |
| Final delivery prepared | 100% |
The percentages above are based on the original total project value ([$ AMOUNT]) and are paid in addition to the non-refundable deposit and the 50% remaining-value compensation.
Communication Standards
11.1 Approved Communication Channels
All project communication will happen through one or more of the following channels:
- Email — hello@awesomebydesign.studio (primary, official record)
- WhatsApp Business — +234 806 282 8409 (quick check-ins, file previews)
- Notion Client Portal — (provided at project kickoff — primary for project management, feedback consolidation, and asset delivery)
Communication through any other channel — including personal social media DMs, text messages to personal phone numbers, or third-party messaging apps — does not constitute official project communication and will not be considered binding.
11.2 Working Hours
The Design Studio's working hours are Monday to Friday, 9:00 AM to 6:00 PM West African Time (WAT, UTC+1). The Design Studio does not work on Saturdays, Sundays, or Nigerian public holidays unless agreed in writing for a specific deadline.
11.3 Response Time Commitment
The Design Studio commits to responding to all Client communication received during working hours within forty-eight (48) hours (two business days). Communication received outside working hours will be acknowledged on the next business day.
11.4 Time-Zone Accommodation
Confidentiality
12.1 Mutual Confidentiality
Both Parties agree to keep confidential any information shared during this project that is marked confidential, that is clearly sensitive in nature, or that a reasonable person would understand to be private business information. This includes — but is not limited to — financial information, customer lists, internal strategy documents, unreleased products, and pricing information.
12.2 Exceptions
This confidentiality obligation does not apply to information that:
- (a) Is or becomes publicly available through no fault of the receiving Party,
- (b) Was already known to the receiving Party before the project began,
- (c) Must be disclosed by law, court order, or government regulation, or
- (d) Is the brand work itself, once it has been publicly launched by the Client.
12.3 Duration
The confidentiality obligation under this section continues for two (2) years after the project ends or this contract is terminated, whichever happens first.
Interpretation Disclaimer
13.1 Scope of Expertise
The Design Studio is a brand design studio. It is not a law firm, a trademark agency, a market research firm, or a cultural consultancy. The work delivered under this contract is creative work, not legal, regulatory, or cultural advice.
13.2 Trademark and Legal Clearance
The Design Studio does not perform trademark searches or legal clearance on any name, logo, or brand mark created under this contract. The Client is solely responsible for ensuring that any name, logo, slogan, or visual mark created in this project does not infringe on any existing trademark, copyright, or intellectual property right held by another party. The Client is encouraged to engage a qualified trademark attorney before using any new brand mark commercially.
13.3 Cultural and Symbolic Interpretation
As stated in Section 7.4, the Design Studio is not an expert on every cultural, religious, regional, or industry-specific meaning that may attach to a visual element. The Client bears responsibility for raising any cultural concerns before final payment.
Limitation of Liability
14.1 What This Section Does
This section sets the maximum amount the Client can recover from the Design Studio if a dispute arises under this contract. It does not excuse the Design Studio from doing the work properly. It exists to ensure that disputes are resolved in proportion to the value of the contract — not by sums of money far exceeding what the project was worth.
14.2 Cap on Damages
The Design Studio's total liability under this contract — for any claim, whether based on breach of contract, negligence, or any other legal theory — is limited to fifty percent (50%) of the total amount the Client has actually paid to the Design Studio under this contract at the time the claim arises.
14.3 Exclusion of Indirect Damages
The Design Studio is not liable for any indirect, incidental, consequential, or punitive damages — including but not limited to lost profits, lost revenue, lost business opportunities, lost goodwill, or reputational damage — even if the Design Studio was advised of the possibility of such damages.
14.4 Carve-Outs
The cap and exclusions in this section do not apply to:
- (a) Liability for fraud, willful misconduct, or gross negligence,
- (b) Any liability that cannot be excluded under Nigerian law, or
- (c) Breach of confidentiality obligations under Section 12.
Governing Law & Disputes
15.1 Governing Law
This contract is governed by, and interpreted under, the laws of the Federal Republic of Nigeria.
15.2 First Step — Direct Negotiation
Before any formal dispute proceeding, the Parties agree to attempt to resolve any dispute through direct, good-faith negotiation. Either Party may initiate this by sending a written notice describing the dispute. The Parties have thirty (30) days from the date of the notice to reach a resolution.
15.4 Costs of Dispute Resolution
Each Party bears its own legal costs during direct negotiation. In arbitration or court proceedings, the losing Party pays the reasonable legal costs of the winning Party, unless the arbitrator or court rules otherwise.
Force Majeure
16.1 Definition
Neither Party is liable for any delay or failure to perform its obligations under this contract if the delay or failure is caused by an event beyond that Party's reasonable control. Such events include — but are not limited to — natural disasters, government actions, war, civil unrest, pandemic, prolonged power or internet outages, and serious illness of the Founder & Creative Director.
16.2 Notice and Mitigation
The Party affected by a force majeure event must notify the other Party in writing as soon as reasonably possible and must take reasonable steps to minimize the delay or impact.
16.3 Extended Force Majeure
If a force majeure event continues for more than sixty (60) days, either Party may terminate this contract by written notice. In this case, the Client pays for all work completed up to the date of the force majeure event (calculated under Section 10.4), but no kill fee under Section 10.1(c) applies.
General Provisions
17.1 Entire Agreement
This contract — together with Schedule A and Schedule B — is the complete and final agreement between the Parties regarding the project. It replaces all earlier discussions, proposals, emails, WhatsApp messages, voice notes, and verbal agreements.
17.2 Amendments
Any change to this contract must be made in writing, signed by both Parties (electronically or by physical signature), and attached to this contract as an addendum. Verbal changes have no effect.
17.3 Severability
If any clause of this contract is held to be invalid or unenforceable by a court or arbitrator, the rest of the contract continues in full force. The invalid clause will be replaced by a valid clause that comes as close as possible to the original intent.
17.4 No Waiver
If either Party fails to enforce any right or clause under this contract on any occasion, that does not mean the right is waived. The Party can enforce it on any future occasion.
17.5 Assignment
The Client may not transfer or assign this contract to any other person or business without the Design Studio's written consent. The Design Studio may delegate parts of the work to trusted contractors or freelancers, but remains fully responsible for the quality and delivery of the work.
17.6 Independent Contractor Status
The Design Studio is an independent contractor, not an employee, partner, or joint venture of the Client. Nothing in this contract creates an employment, partnership, or agency relationship between the Parties.
17.7 Notices
All formal notices under this contract — including termination notices, breach notices, and dispute notices — must be sent by email to the addresses listed in Section 1, with a copy by WhatsApp to the number listed in Section 11.1.
17.8 Counterparts and Electronic Signature
This contract may be signed in counterparts, including by electronic signature. Electronic signatures and counterpart signatures have the same legal force as physical wet-ink signatures, in accordance with the Nigerian Evidence Act (2011) and the Electronic Transactions Act.
Deliverables by Tier
The deliverables listed below are the only items included in this contract. Any item not listed here is out of scope and must be quoted separately. Once you select a tier above, the chosen tier will be highlighted and the others will be dimmed.
| Visual Direction | × 1 |
| Logo Variants | × 2 |
| Color Palette | Included |
| Typography System | Included |
| Brand Sheet | Included |
| Revisions | × 2 rounds |
| Brand Strategy | Included |
| Visual Direction | × 3 |
| Logo Variants | × 5 |
| Color Palette & Typography System | Included |
| Brand Sheet + Brand Guideline Document | Included |
| Social Media Templates / Launch Designs | Included |
| Brand Mockup Designs for Print | Included |
| Revisions | × 3 rounds |
| Everything in AWESOME ELEVATE | Included |
| Custom Website Design | Included |
| Custom Packaging Design | Included |
| Revisions | × 2 rounds per project area |
Project-Specific Details
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Sign & Build
Something Awesome
By signing this contract electronically, both Parties confirm they have read this contract in full, understand its terms, and have the authority to enter into this agreement on behalf of the Party they represent.