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This Design Transfer Agreement governs the transfer and assignment of intellectual property rights of the designs created by a Designer for a Client (Contest Holder) through the Guerra Creativa website.

1. Background
When a Client (Contest Holder) chooses a design as the winner of a design contest, he/she is deemed to have entered into a legally binding agreement with the designer for the provision of the design selected as the winner, which is governed by the terms and conditions of this Agreement set forth below, unless the Client (Contest Holder) and the Designer have concluded, in writing, other arrangements separately.

2. Parties
The parties to this Agreement are the Client (Contest Holder) and the Designer selected as the winner of the design competition organized by the Client (Contest Holder).

3. Date
This Agreement is entered into between the Client (Contest Holder) and the Designer on the date the Client (Contest Holder) selects the winning design of his/her design competition.

4. Relationship to Terms of Use and Conditions of Guerra Creativa
This Agreement is in accordance with the Terms of Use and Conditions of Guerra Creativa, which have been accepted at the time of registration on the website Guerra Creativa. However, should incompatibility exist between the terms of this Agreement, any other agreement between the parties and the Terms and Conditions of Use in Guerra Creativa, priority shall be:

First, the Terms of Use and Conditions of Guerra Creativa will have priority over all other documents and, secondly, a written agreement between Client (Contest Holder) and Designer separately, will have priority over this Agreement (with the exception of clauses 5.5. and 6 of this Agreement, which shall take precedence over the separately written agreement).

5. Terms and Conditions
The following terms and conditions apply to both the client (Contest Holder) and the Designer.

5.1.

Definitions

The terms in this Agreement shall have the definitions set out in section 2 ("Definitions") of the Terms and Conditions of Guerra Creativa.

5.2.

Provision of Design

Designer agree to supply and deliver the winning design file to the Client (Contest Holder), in the required format and in accordance with the procedure established in Section 6.3.3. ("Provision of Design") of the Terms and Conditions of Guerra Creativa.

5.3.

Intellectual Property Rights

Designer declares and warrants that the winning design is his/her exclusive property and is legally able to assign and transfer intellectual property rights.

He/She also declares and warrants that his/her design does not infringe patents, copyrights or violate any other rights of third parties.

5.4.

Transfer and Assignment of Intellectual Property Rights

Upon receiving the award for the design declared the winner of Design Contest, the Designer assigns and transfers to the Client (Contest Holder), exclusive and irrevocable rights to all intellectual property that the designer has or may have in the future on the winning design.

5.5.

The Designer shall indemnify the Client (Contest Holder) and Guerra Creativa for any loss, cost, expense or damage (including legal costs if any) that may suffer or incur as a result of a violation by the Designer of the provisions mentioned above.

6. Responsibility of Guerra Creativa
Guerra Creativa and its partners, employees, suppliers, consultants and agents are not party to this Agreement and therefore are not responsible for any violation of this Agreement by either party.

Notwithstanding the above, Guerra Creativa and its partners, employees, suppliers, consultants and agents, shall be eligible for compensation clauses set out in section 5.5 above.

7. Supplementary Provisions
If any provision of this Agreement is held invalid or unenforceable for any reason by the competent court, such invalidity or unenforceability (unless removal of that provision would adversely affect a party) will not affect the use or interpretation of any other provision of this Agreement.