Terms

General Agreement
General Agreement describes the terms for a specific projects and services and covers the following criteria's:
Specific Terms, Payment, Modifications, Jurisdiction, Inspection of Data and Agreement Validity.

Non-Disclosure Agreement (Conceal)
Non-Disclosure Agreement describes the terms for a specific Concept Design created by Willems Design and
covers the following criteria's: Examination of the Concept Design, treat the information received as strictly confidential and
will not disclose this information to any third party, inform Willems Design in writing about the result, negotiations about a
written agreement, unless not being interested and inform Willems Design in writing about the outcome.

GENERAL AGREEMENT "WILLEMS DESIGN"

As our customer you agree the following terms and conditions of service:

1. SPECIFIC TERMS
Terms for specific projects and/or services will be detailed in a “Project agreement” for such products or services. ‘WILLEMS DESIGN’ will not start working on a project until such agreement is approved in writing. Such approval would constitute an agreement between us in accordance with the terms specified in such agreement. Unless otherwise specified, all our “Project Agreement” will be based on reasonable time schedules. In those cases when the work eventually performed requires the work to be done on a RUSH or overtime basis, any additional costs incurred due to such circumstances will be reflected in our billings.

2. PAYMENT
The specific and billing sequences for each project or service will be described in the previously mentioned “Project Agreement”. ‘WILLEMS DESIGN’ reserves the right to refuse to begin, complete or deliver any work until the appropriate fees agreed upon, paid according to the billing sequence specified.

Since it is impossible to predict with absolute accuracy either final total fees or, in the case of printed material, final total quantities, a 15% contingency should be allowed for in each case.

Should any of our invoices not be paid on the following 20th of the date the invoice is issued, we reserve the right to charge interest at the maximum rate permitted by law If it becomes necessary for ‘WILLEMS DESIGN’ to commence an action for the payment of outstanding invoices, the client shall reimburse ‘WILLEMS DESIGN’ for all attorney’s fees and costs incurred in such action.

Unless otherwise specified, our fees do not include such items as photography, photocopy, photo prints, typesetting, illustrations and other assignments done by third party such as model making, artwork, copywriting, retouching, colour separations, printing, paper, messenger services, shipping, postage and long distance telephone calls. These will be regarded as out-of-pocket expenses and will be billed in addition to our quoted fee. Such out-of-pocket expenses will be itemised on each invoice and are subject to 15% agency service charge. They are also subject to apply Belasting Toegevoegde Waarde (BTW [Goods and Service Tax-GST]) ruled by the Government of The Netherlands.

If we are required by the nature of the assignment to travel to out of town locations, any out-of-pocket expenses incurred for transportation, meals and accommodation will be billed at cost. Reimbursement for mileage will be calculated according to the standard rates for the individuals involved.

3. MODIFICATIONS
‘WILLEMS DESIGN’ will make all efforts to complete the assignment as scheduled. This schedule does not include provisions for delays resulting from further queries or delays required by client’s internal management and review between stages. However, we shall not be responsible for any delays arising from a delay in materials supply, late instructions from client, or any other events beyond our control.

Additional time for conferences requested by client, waiting time of pre-confirmed appointments, additional or changes of requirements, will be billed separately at the standard hourly rates for the individuals involved.

If the scope or nature of the job changes to such an extent that the original “Project Agreement” is no longer applicable, a new “Project Agreement” will be submitted and must be agreed by both parties before any further work can proceed.

4. JURISDICTION
A. ‘WILLEMS DESIGN’ reserves the right to refuse to be a party to any project which, in our judgement, would be illegal, fraudulent, or in some other way harmful to the best interests of our firm. We will not be responsible for any claims made by you or for any legal clearance incumbent upon you to receive.

B. As a professional design consultant, ‘WILLEMS DESIGN’ undertakes not to disclose any confidential information that may be made available to us. We will do everything we can to protect any property or materials you entrust to us and too guard against any loss to you. However, in the absence of gross negligence on our part, we are not responsible for the loss, damage, destruction or unauthorised use by others of such property nor are we responsible for the failure of other suppliers or vendors, such as printers, photographers, media, etc.

C. ‘WILLEMS DESIGN’ will also make every effort to return to you as promptly as possible all materials or property which belong to you or for which you have paid. However, we are not authorised to release to you any property or materials, which may be owned by others. This includes any photographs, illustrations, lettering or other such artwork, which is specifically owned by the artists or photographers. Only these suppliers can sign away directly the transfer of ownership. Should such ownership rights be desired or should you wish unlimited use of a particular piece of artwork or photography, inform us of these desires before we contract for such work and we will be happy to negotiate for such rights on your behalf.

D. On completion of the assignment, ‘WILLEMS DESIGN’ is entitled to ten (10) samples of each product designed by us, or suitable publicity photographs. We reserve the right to use any work we may produce for you as samples in which we may use or reproduce in any reasonable way for our marketing needs.

E. Any design ideas created by ‘WILLEMS DESIGN’ shall remain our property until the entire design programme is completed, and full payment of all fees has been made to ‘WILLEMS DESIGN’. All other concepts developed by ‘WILLEMS DESIGN’ during a project shall remain ‘WILLEMS DESIGN's’ copyright and should be promptly returned in a good condition to ‘WILLEMS DESIGN’. The client shall not use such concepts without ‘WILLEMS DESIGN's’ written approval.

F. In the event that we sustain a loss as a result of a claim, suit or proceeding brought against you as a result of the publication of material which you approved or and authorised us to produce for you, you agree to indemnify us for any such losses.

5. INSPECTION OF DATA
If at any time you wish to examine any contracts, correspondence, books, or other data relating to your project, these will be made available for inspection in our office during normal business hours by either you or your authorised representative. You merely have to give us reasonable notice of your desire to do such so that we can get the desired material together.

6. AGREEMENT VALIDITY
The validity and enforceability of these conditions is based on the laws of The Netherlands and/or European law. This agreement forms the basis for our entire working relationship and shall not be modified or altered in any respect except by mutual agreement in writing.

Any rights not expressly granted herein are reserved by “Willems Design” © 2013,
The Hague, The Netherlands.

STATEMENT OF NON-DISCLOSURE AGREEMENT

Herewith declares as follows:
a. “Your Corporation” has been approached by Willems Design, represented by Peter Willems, The Hague, The Netherlands, hereinafter referred to as Willems Design, with the request to examine a creation developed by Willems Design, hereinafter referred to as “The Concept Designs”, as described in an annex to this statement, which annex will be disclosed to “Your Corporation” after this statement has been signed and which annex will be signed on each page by “Your Corporation” after disclosure.

b. “Your Corporation” is willing to perform this examination and needs information from Willems Design in order to be able to examine whether the concept of “The Concept Designs” is technically and commercially feasible. Willems Design shall supply “Your Corporation” with proprietary and confidential information.

c. “Your Corporation” will consider and treat the information of “The Concept Designs” as proprietary and strictly confidential and will not disclose this information to any third party.

d. “Your Corporation” will only inform those employees about the information of “The Concept Designs”, whose opinion is needed in order to get the best possible examination.

e. “Your Corporation” will have these employees bound by the contents of this statement of non-disclosure.

f. “Your Corporation” shall use the information of “The Concept Designs” only for examination purposes and not for any other purposes, unless “Your Corporation” is able to prove that, the information was known to her before the date on signing of this statement or the information was of common knowledge.

g. “Your Corporation” shall inform Willems Design immediately about this knowledge, mentioning the sources.

h. “Your Corporation” will inform Willems Design in writing within 4 weeks after the disclosure of the information, of “The Concept Designs”, about the results of the examination.

i. “Your Corporation” and Willems Design will enter into negotiations about a written agreement on how to proceed, if “Your Corporation” is interested in the development and/or exploitation and commercialization of “The Concept Designs”.

j. “Your Corporation” will undertake no further activities of any kind in relation to the information, of “The Concept Designs”, after having informed Willems Design of not being interested in “The Concept Designs” or if parties can not reach an agreement on how to proceed. All materials received from Willems Design will be returned to Willems Design.

k. “Your Corporation” acknowledge that Willems Design retain all Intellectual Property Rights in the information supplied by Willems Design.

l. “Your Corporation” obligations in this statement shall terminate 10 years from the date of signing or agreeing of this statement.

m. “Your Corporation” shall forfeit a penalty, immediately repayable upon any violation of the terms of this Non-Disclosure Agreement without prejudice to Willems Design its right to claim the real damages if they exceed.

n. Disputes arising out of this Non-Disclosure Agreement shall be governed by the Dutch and/or European law and be brought before the District Court in The Hague, The Netherlands. “Your Corporation” will pay all fees arising during this dispute to Willems Design.

End of the Statement of Non-Disclosure.

Any rights not expressly granted herein are reserved by “Willems Design” © 2013,
The Hague, The Netherlands.