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Aiga Contract Agreement

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Aiga Contract Agreement

This Aiga Contract Agreement (the Agreement) is made and entered into as of Effective Date: by and between Party A Name: , a , with principal place of business at , and Party B Name: , a , with principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of providing professional design and related services and has expertise and experience in providing the services contemplated by this Agreement; and

WHEREAS, Party B desires to retain Party A to perform certain services and deliverables under the terms and conditions set forth herein, and Party A is willing to perform such services subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the professional services to be performed by Party A as described in Section 2 and in the Statement of Work attached or incorporated herein. Brief description of services:

1.2 "Deliverables" means the tangible work product created or developed by Party A for Party B in connection with the Services. Key deliverables:

1.3 "Confidential Information" means information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

2.1 Engagement. Party A shall perform the Services and deliver the Deliverables in accordance with the schedule and acceptance criteria set forth in this Agreement. Party A shall perform the Services in a professional, workmanlike manner consistent with industry standards.

2.2 Changes. Either party may request changes to the scope of Services. No change shall be effective unless agreed in writing by authorized representatives of both parties and, where applicable, accompanied by an adjustment to fees and schedule.

3. TERM

3.1 Term. The term of this Agreement shall commence on Effective Date: and shall continue until unless earlier terminated in accordance with Section 9.

4. COMPENSATION; PAYMENT

4.1 Fees. Party B shall pay Party A fees as follows: Fee amount: . Payment shall be made in accordance with the Payment Schedule below.

4.2 Invoices. Party A shall submit invoices to Party B in accordance with the Payment Schedule. Party B shall pay undisputed portions of invoices within the time set forth in the Payment Terms. Disputes shall be raised in writing within ten (10) business days of receipt.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Except as expressly provided herein, each party retains all right, title and interest in and to its pre-existing intellectual property. As between the parties, all right, title and interest in the Deliverables created by Party A specifically for Party B under this Agreement shall be:

Assignment of all proprietary rights to Party B upon full payment

Perpetual, worldwide, transferable license to Party B while Party A retains underlying rights

5.2 Third-Party Materials. Party A shall notify Party B of any third-party materials included in Deliverables and obtain any necessary licenses. Party A warrants that it has the right to grant the rights granted herein and that the Deliverables will not infringe third-party intellectual property rights.

6. CONFIDENTIALITY

6.1 Confidentiality Obligations. Each party shall hold Confidential Information in confidence and shall not disclose such information except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information shall not include information that is or becomes generally known to the public other than by breach of this Agreement.

6.2 Return or Destruction. Upon termination of this Agreement or upon written request, each party shall return or destroy the other party's Confidential Information in its possession and certify such return or destruction in writing.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Mutual Representations. Each party represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Party A Warranties. Party A warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards for a period of ninety (90) days following delivery of the applicable Deliverable. EXCEPT FOR THE FOREGOING, PARTY A MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. INDEMNIFICATION

8.1 Indemnity by Party A. Party A shall indemnify, defend and hold harmless Party B and its officers, directors and employees from and against any third-party claims arising out of Party A's breach of its representations, warranties or infringement of third-party intellectual property rights, provided that Party B gives prompt written notice and cooperates in the defense.

8.2 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A from claims arising from Party B's negligence, willful misconduct, or breach of this Agreement.

9. LIMITATION OF LIABILITY; TERMINATION

9.1 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach.

9.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon sixty (60) days' prior written notice; Party A shall be paid for Services performed and Deliverables completed through the effective date of termination.

10. INSURANCE

Party A shall maintain insurance customary for its business operations, including commercial general liability and professional liability coverage, in amounts sufficient to cover its obligations under this Agreement. Upon request, Party A shall provide certificates evidencing such coverage.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier or email (with confirmation). Notices shall be effective upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right unless made in writing.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures provided by electronic or facsimile means shall be deemed originals for all purposes.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties below without regard to conflict of law principles. Governing law state:

13.2 Entire Agreement. This Agreement, including any attached Statement of Work and exhibits, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to the subject matter hereof.

13.3 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed to the extent necessary to achieve the parties' intent.

14. MISCELLANEOUS

14.1 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship or agency.

14.2 Publicity. Neither party shall issue press releases or make public statements concerning the existence or terms of this Agreement without the prior written consent of the other party, except as required by law.

Party A

Party A Name:

By:

Date:

Party B

Party B Name:

By:

Date:

Enter text✕

What the Aiga Contract Agreement covers

The Aiga Contract Agreement is a standardized legal agreement used to document rights, responsibilities, and deliverables between two or more parties in commercial or creative engagements. It defines scope of work, payment terms, intellectual property ownership, confidentiality obligations, termination conditions, and governing law. The template is designed for clarity and consistency so parties can rely on predictable obligations and remedies. When executed correctly it can be enforced under U.S. contract law and is compatible with electronic signature workflows governed by ESIGN and state UETA statutes.

Why use an Aiga Contract Agreement

Using a clear Aiga Contract Agreement reduces ambiguity, documents essential obligations, and allocates risk between parties. It supports enforceability under ESIGN/UETA when e-signed, shortens negotiation cycles, and provides a reliable basis for dispute resolution and compliance auditing.

Why use an Aiga Contract Agreement

Who typically completes this agreement

Typical users include independent contractors, agencies, and corporate procurement teams who need standardized agreements to govern creative or commercial engagements.

  • Independent contractors and freelancers who provide creative or professional services.
  • Agencies and design firms contracting for scope, deliverables, and IP assignment provisions.
  • Corporate procurement, legal, and purchasing teams standardizing vendor contracts across departments.

When completed accurately, the agreement reduces negotiation time and improves enforceability across jurisdictions for signings and compliance processes.

Common signatory profiles

Agency Lead

An agency lead negotiates deliverables, milestones, and IP clauses on behalf of teams. They require clear assignment language, payment schedules, and termination rights to protect agency revenue and client relationships while enabling creative collaboration under defined terms.

Independent Contractor

A freelancer or contractor needs precise scope, acceptance criteria, and invoicing terms. Clear intellectual property allocation and confidentiality provisions prevent disputes and support eligibility for electronic signature acceptance under ESIGN and state UETA frameworks.

Core sections to include in a professional agreement

Essential sections of an Aiga Contract Agreement focus on scope, payment, IP, confidentiality, warranties, and termination to create an enforceable commercial framework.

Scope

Describe services, deliverables, milestones, acceptance criteria, and any excluded tasks. Specificity reduces disputes; attach detailed exhibits or statements of work to preserve clarity and enable objective acceptance and invoicing.

Payment

Specify fees, payment schedule, accepted payment methods, late fees, and invoicing procedures. Include reimbursable expenses, currency, tax responsibilities, and conditions triggering milestone payments to avoid payment disputes.

Intellectual Property

State ownership of preexisting IP, work product ownership, assignment mechanics, and licensing terms. Address moral rights, source code escrow, and any deliverable transfer conditions required for client use or commercialization.

Confidentiality

Define confidential information, permitted disclosures, duration of confidentiality, and return or destruction obligations. Include exceptions for compelled disclosure and standard non-disclosure remedies to protect trade secrets and sensitive data.

Warranties

List express warranties, limitation of liability, disclaimers for implied warranties, and remedies for breach. Tailor warranty scope to industry expectations and include survival periods for critical representations.

Termination

Specify termination for cause and convenience, notice requirements, cure periods, effects on deliverables, final payments, and post-termination obligations such as IP transition and data return.

Step-by-step: complete and execute the agreement

Follow these sequential steps to complete, review, execute, and retain the Aiga Contract Agreement securely and correctly.

  • 01
    Prepare Draft: Gather business terms, exhibits, and pricing before starting.
  • 02
    Fill Parties: Enter full legal names and addresses for each party.
  • 03
    Set Dates: Use MM/DD/YYYY for effective and expiration dates.
  • 04
    Sign & Store: Execute with authorized signatures and retain copies securely.

Configure your online workflow

Configure online workflows to route, authenticate, and store the Aiga Contract Agreement for e-signature and compliance.

Workflow Field and Configuration Name Specify how each workflow field should behave and validate.
Signer Authentication and Verification Method Email link, SMS code, or KBA; two-factor recommended.
Field Types, Validation Rules, and Formats Required, conditional, date formats, numeric ranges, and regex.
Routing Order, Roles, and Parallel Signers Set sequential or parallel signing, assign roles per step.
Retention Periods, Downloads, and Audit Trail Enable audit trail retention and automatic signed copy download.

Platform capabilities to support e-signature execution

Digital signing needs specific platform capabilities for authentication, audit trails, and secure storage to meet compliance.

  • Supported Formats: PDF, Word DOCX, and HTML formats
  • Integrations: Salesforce, NetSuite, Microsoft 365 integrations
  • Authentication Options: Email, SMS code, SSO, advanced methods

How execution and routing typically work

Routing, signing, and storage steps align with auditing and compliance requirements for electronic execution across parties.

  • Upload Document: Sender uploads finalized agreement to platform for field placement.
  • Add Fields: Place signature, date, and custom fields where required.
  • Send to Signers: Deliver by email link or secure signing portal.
  • Completion & Archive: Capture audit trail, distribute copies, and archive securely.

Key timelines to include in the agreement

Typical timelines and deadlines in the Aiga Contract Agreement set expectations for performance, payment, and notice obligations.

Effective Date and Commencement Timing:

Must be entered as MM/DD/YYYY and observed.

Deliverable Milestones and Acceptance Deadlines:

List milestone dates and acceptance windows to trigger payment.

Payment Schedule and Invoice Due Dates:

Specify net terms, due dates, and late fee triggers.

Termination Notice Periods and Cure Deadlines:

State notice lengths, cure windows, and termination effects.

Signature Deadline and Execution Window:

Include a signing deadline to enforce timely execution.

Common risks and consequences to avoid

Invalid Signature: May render agreement unenforceable
Name Mismatch: Triggers tax withholding or disputes
Missed Deadlines: Can forfeit remedies and incur damages
Confidentiality Breach: Exposure of trade secrets risk
Incorrect IP Assignment: Leads to ownership disputes
Missing Notices: Waives termination or cure rights

How an Aiga Contract differs from an NDA

A concise comparison highlights when to use a full contract versus a standalone non-disclosure agreement and which provisions differ materially.

Criteria Aiga Contract Agreement NDA
Primary purpose deliverables & payment confidentiality
IP assignment explicit ownership limited scope
Signatory complexity multiple parties two-party typical
Enforceability concerns commercial remedies equitable relief focus

Baseline vendor pricing and common enterprise capabilities

Compare baseline pricing and common enterprise features across leading e-signature vendors for contract execution and high-volume signing.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day free trial, no credit card Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Security and compliance essentials

Encryption in Transit: TLS 1.2 and TLS 1.3
Encryption at Rest: AES-256 encryption for stored data
Certifications: SOC 2 Type II, ISO 27001
Healthcare Compliance: HIPAA compliant with BAA required
Legal Frameworks: ESIGN and UETA compliance
Audit Trail: Detailed timestamped action log

Frequently asked questions about execution and validity

Answers to common questions about completing, signing, and preserving the Aiga Contract Agreement in electronic workflows.


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