Creative Project Discovery and Design Template

Creative Project Discovery and Design Template

This Creative Project Discovery and Design Agreement (the Agreement) is entered into as of Effective Date: by and between the following parties.

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to conduct a discovery and design process for a creative project, including but not limited to user research, conceptual design, wireframes, visual design, and design specifications (the Project); and

WHEREAS, Service Provider represents that it has the professional experience, personnel, and resources necessary to perform the discovery and design services described in this Agreement; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment, confidentiality, and other terms governing the Project.

Scope of Work

The Service Provider will perform a structured discovery and design process. Key activities may include stakeholder interviews, user research planning, persona development, information architecture, wireframes, visual mockups, interactive prototypes, and final design specifications. Specific deliverables and acceptance criteria are set forth below.

Payment Terms

Client agrees to pay Provider the Total Fee for the services described in this Agreement. Unless otherwise stated below, all amounts are stated in U.S. dollars and exclude applicable taxes.

All invoices are payable in accordance with the Payment Terms above. Client shall be responsible for reasonable collection costs (including attorney fees) for overdue amounts. Provider may suspend work if Client fails to make payments when due, provided Provider gives written notice and a ten (10) day opportunity to cure.

Term and Termination

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice specifying the breach.

Upon termination, Provider shall deliver all work in progress and Client shall pay Provider for all services performed and expenses reasonably incurred up to the termination date, calculated in accordance with the Payment Terms.

Confidentiality

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party or use for any purpose other than performance of this Agreement any confidential or proprietary information disclosed by the other party (Disclosing Party), including business plans, technical information, designs, user data, and pricing (Confidential Information), except to the extent such Confidential Information: (a) is or becomes public other than through breach of this Agreement; (b) was known to Receiving Party prior to disclosure; or (c) is required to be disclosed by law or competent authority, provided Receiving Party provides prompt written notice to Disclosing Party and cooperates with Disclosing Party’s efforts to seek protective relief.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property

Unless otherwise agreed in writing, Provider grants to Client a non-exclusive, perpetual, worldwide license to use the final deliverables for the Client’s internal and external business purposes. Provider retains ownership of Provider’s pre-existing tools, methodologies, templates, and any underlying intellectual property not specifically created for Client. If the parties elect assignment of copyright for specific deliverables, such assignment must be documented in a separate written attachment and payment in full for those deliverables must be received.

Representations; Warranties; Indemnity

Each party represents that it has the authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Client agrees to indemnify and hold Provider harmless from third-party claims arising from Client-provided materials or Client’s unauthorized use of deliverables.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for disputes arising under this Agreement will be the state and federal courts located in the same jurisdiction.

Entire Agreement

This Agreement, together with any attachments or exhibits signed by the parties, constitutes the entire understanding between the parties with respect to the Project and supersedes all prior oral or written agreements, communications, and understandings. Any amendment or modification must be in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in interest. Notices must be given in writing and delivered to the contacts listed above.

The parties acknowledge that they have read and understand this Agreement and that each has received independent legal advice or has had the opportunity to do so prior to signing.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

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