DESIGN CONTRACT
1. Contract Parties
AAAA Oy (hereinafter ‘the Company’)
Business ID:
P.O. BOX x, xxxxx Helsinki
Designer y (hereinafter ‘the Designer’)
2. Scope of the Contract
The Designer undertakes to design the x product/products (hereinafter ‘the Design’) in cooperation with the
Company.
The contract does not constitute an employment contract with the Company.
The Designer will provide the Company with the necessary documents and files for the manufacture of the
Design. The Designer will assist the Company in preparing the Designs for production.
3. Rights Related to the Contract
Under this contract, the Designer assigns the Company the Design Right, Copyright and other Intellectual
Property Rights to the Design(s) of the designed product(s). The Company may, at its discretion, apply for
registration or other protection of the Design to the extent it sees fit.
Intellectual property rights include the exclusive exploitation rights to the Design.
Exploitation rights include but are not limited to the manufacture of the product based on the Design, its
supply, marketing, and other types of commercial exploitation.
When marketing the Design, the Company must identify the Designer insofar as it is practical in the
marketing context.
4. Assignment of Rights; Subcontracting
The Company has the right to assign its rights under this contract to a third party. In the event that the rights
are assigned, the Company shall ensure that the assignee be bound by the same obligations to the Designer
as the Company.
The Company has the right to subcontract the manufacturing of the products based on the Design. The
Company shall ensure that subcontracting does not affect the Designer’s rights under this contract.
5. Alteration of the Design
The Company has the right to make minor alterations and modifications to the Design on commercial or
technical grounds related to its manufacture. The Designer shall be notified of any changes.
The Company shall not alter the Design in a way that violates the Designer’s integrity.
6. Design Fee and Royalties
The Company pays the Designer a one-time payment for the Design and the assignment of the rights as
specified in this contract; the first instalment of €xxx is payable when the product is approved for technical
development, and the second instalment of €xxx is payable when the product is approved for
manufacturing.
In addition, the Designer shall be paid royalties for the sale of the product at (x%) percent of the sale price
of the product excluding VAT.
Shipping, handling and customs costs, refunds and actual cash discounts will be deducted from the sale
price when calculating the royalty.
The commission fees of overseas agents will be deducted from the sale price when calculating the royalty.
If the Designer is VAT-registered, VAT is added to the Designer's fee. VAT is added to the final value of
the royalty.
The royalties are paid to the Designer for each calendar year by 1 April in the following year. The Company
shall provide the Designer with a royalty calculation enclosed with the payment.
7. Intellectual Property Rights
The Designer agrees not to violate any third party's Copyright, Design Right, Patent, Utility Model,
Trademark or other Intellectual Property Right of a third party when designing the product or for other
purposes of fulfilling the contract.
If a third party makes a claim against the Company on the basis of an Intellectual Property Right violation,
the Designer and the Company shall negotiate on the required measures. The Designer shall be responsible
for damages incurred by the Company as a result of a violation of a third party’s Intellectual Property Right
by the Designer.
8. Confidentiality
The Parties agree not to disclose any technical manufacturing secrets or trade secrets obtained as a result of
this contract or otherwise. The obligation to maintain confidentiality remains valid after the fulfilment of
the contract.
9. Term of Contract
The contract is valid until further notice. In the event that the Design is not accepted into the Company's
range of products or its sale is discontinued, the Company shall transfer to the Designer all Intellectual
Property Rights to the Design within 24 months of the end of its sale.
10. Other Terms
If a dispute arises between the Parties, the Parties shall attempt to resolve the dispute by negotiation. If the
dispute cannot be resolved by negotiation, any disputes related to this contract shall be brought before the
Helsinki District Court. This contract is governed by Finnish law.
Two identical copies of the contract have been drawn up, one for each Party.
Place, date
Designer
Company
Business ID or social security no.
Authorised signatory’s position, e.g. Managing Director
Contact information
Bank account number
APPENDIX 1
Designs