AUTHORIZATION OF WORK

I authorize that I am the Customer or the authorized agent of the Customer, and I am authorized to enter into this Agreement. 

COMMENCEMENT OF WORK 

TKS starts work to create the Project immediately upon execution of this agreement by all parties and delivery of the first payment in accordance with the signing and return of the contract/project proposal. No work shall be commenced until TKS has received the deposit with the signed Project Proposal. 

OWNERSHIP OF PROJECT 

The Project and all components of the Project are subject to copyright and shall remain the property of TKS. Client shall acquire the limited right to use the Project for the purpose stated in the signed Project Proposal and for no other purpose without the written consent of TKS. TKS will, if so designated in the signed Project Proposal assign the copyright in the Project to the Client upon receipt of final payment provided, however, TKS shall retain the moral rights in the Project under the Copyright Act (Canada) and Client shall not be entitled to amend, modify or alter, the Project without the written consent of TKS. TKS shall also retain the right whether the copyright is assigned or not, to use the Project and any preliminary designs for design competitions, future publications on design, educational purposes, marketing materials and TKS’s portfolio. 

DELIVERY OF PROJECT 

TKS will use its best efforts to deliver the Project in accordance with the Project Proposal. Client acknowledges that any request for changes in the Project may result in delays in the delivery date. Any costs of shipping or insurance related to delivery of the Project shall be the responsibility of Client. The Client will assume the risk of the word product when in transit. 

 CHANGES IN PROJECT 

Any changes required by Client in the Project shall be requested in writing and shall be subject to payment immediately for the extra cost incurred.  A change order form can be provided.

 EXCUSABLE DELAY 

If TKS’s ability to provide the Project shall be curtailed or limited directly or indirectly by unforeseen illness or injury, actions or negligence of the Client, act of God, act of public enemy, acts of government bodies or agencies, for any matter outside the control of TKS, the delay or failure of TKS to provide the Project to the Client shall not constitute a breach or failure of performance under this agreement for the period of time occasioned by any such occurrence and the date for delivery shall be extended accordingly.  

PROOF READING AND REVIEW 

TKS shall make every effort to ensure that the Project is free from spelling, numerical, or grammatical errors. TKS shall provide a draft of the Project to the Client for Client’s review and comment. The Client shall be responsible for Proof reading the Project within a given timeframe for review and ensuring that there are no spelling, numerical, or grammatical errors or other errors which have not been found by the examination of TKS  before the Project is committed to its final format and sent for production.  TKS shall not be responsible for any errors contained in the Project after the Project has been committed to print or posted in view of the public. 

THIRD PARTY SHIPPING 

In the event any material necessary for the production of the Project must be shipped to a third party for additional processing, printing, typesetting, photographic work, colour separation, press work, or binding, TKS will incur no liability for losses incurred in transit, or due to the delay of the shipper of the third party. 

 CANCELLATION 

In the event of cancellation of the Project, ownership of all copyrights and the original artwork and disks shall be returned and retained by TKS, and a fee for work completed, based of the contract price and expenses already incurred, shall be paid by the Client. 

 CONFIDENTIALITY 

All correspondence and documents provided will be treated as confidential between the Client and TKS, unless consent has been granted by both parties. 

 ENTIRE AGREEMENT 

This agreement constitutes the entire agreement of all the parties with respect to the subject matter hereof and except as stated in this agreement there are no representations, undertakings or agreements of any kind between the parties respecting the subject matter hereof. 

 SUCCESSORS AND ASSIGNS 

This agreement shall be binding upon and ensure to the benefit of the parties hereto, their personal representatives, successors and assigns. 

 GOVERNING LAW 

This agreement shall be governed by the laws of the Province of Ontario. (Canada)  All disputes, controversy or claims arising out of or in connection with this agreement shall be submitted to and be subject to the exclusive jurisdiction of the courts of the Province of Ontario.