Custom Design Agreement

CUSTOM DESIGN AGREEMENT

Parties and Contact Information

Recitals

WHEREAS, Client Name: desires to retain Designer Name: to perform custom design services described in this Agreement; and

WHEREAS, Designer represents that Designer has the skill, experience and professional qualifications necessary to perform such services and is willing to perform them on the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Designer shall provide the custom design services and deliverables set forth below. The scope includes deliverables, milestones, and acceptance criteria. Any services outside this scope require a written change order in accordance with Section 6.

Payment Terms

Client shall pay Designer the fees set forth below in consideration for the Services. All payments shall be made in United States dollars unless otherwise agreed in writing. Designer's obligation to deliver final deliverables is conditioned upon full payment as specified herein.

Late Payment: Unpaid amounts past their due date shall incur a late fee of and interest at % per month on the outstanding balance, to the maximum extent permitted by law.

Term and Termination

This Agreement commences on the Effective Date and remains in effect until the completion of the Services or the End Date, unless earlier terminated under this Agreement.

Either party may terminate this Agreement upon material breach by the other party if such breach is not cured within days after receipt of written notice. Upon termination, Client will pay Designer for all Services performed and expenses incurred through the termination date, including non-cancellable obligations.

Confidentiality

Each party will keep confidential all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information. The receiving party shall use Confidential Information only for performing its obligations under this Agreement and shall restrict access to persons with a need to know who are bound by confidentiality obligations no less protective than this Agreement.

Intellectual Property and Licenses

Designer retains all right, title and interest in and to Designer's preexisting materials, tools, know-how and general skills ("Designer Materials"). Upon full payment of all fees due under this Agreement, Designer assigns to Client all right, title and interest in the final deliverables specifically created for Client under this Agreement, except for any Designer Materials and third-party materials incorporated under license. Designer grants Client a perpetual, non-exclusive, worldwide license to use any Designer Materials incorporated in the deliverables for Client's internal business purposes. Designer represents and warrants that Designer has the right to grant the licenses and assignments set forth herein and that deliverables will not infringe third-party intellectual property rights.

Change Orders

Any modification to the Scope of Work, schedule or fees shall be made only by written change order signed by both parties. Change orders shall specify the changes, the impact on fees and schedule, and any adjustment to acceptance criteria.

Representations, Warranties and Indemnity

Each party represents that it has the right and authority to enter into this Agreement. Designer warrants that Services will be performed in a professional manner consistent with industry standards. Client shall indemnify and hold harmless Designer from any claims arising from Client-provided materials, instructions, or the use of deliverables after final delivery, except to the extent caused by Designer's gross negligence or willful misconduct.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality, neither party will be liable for incidental, consequential, special, punitive or exemplary damages. The aggregate liability of either party for any claim arising out of or related to this Agreement will not exceed the fees paid by Client to Designer under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Any legal action relating to this Agreement shall be brought in the state or federal courts located in that State, and the parties submit to the exclusive jurisdiction of those courts.

Entire Agreement and Miscellaneous

This Agreement, together with any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment will be effective unless in writing and signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Execution

The parties have executed this Agreement as of the date signed below.

Sign Now