Design Contract and Agreement

DESIGN CONTRACT AND AGREEMENT

This Design Contract and Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: and Designer Name: .

RECITALS

WHEREAS, Client requires professional design services in connection with the project described in this Agreement; and

WHEREAS, Designer represents that Designer has the skill, experience, and qualifications to provide such design services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Designer will perform design services and Client will pay for such services.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Designer the total fee of $ for the services and deliverables described above. Payment shall be made as follows:

Late payments not disputed in good faith shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less. Client is responsible for any reasonable costs of collection, including attorneys' fees.

Expenses: Client agrees to reimburse Designer for pre-approved out-of-pocket expenses incurred in connection with the performance of services. Reimbursement requires submission of receipts or other documentation.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice delivered to the other party at least days prior to the effective date of termination. In the event of termination, Designer shall be paid for all services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (Recipient) shall hold in strict confidence and not disclose to any third party any Confidential Information of the other party (Discloser). Confidential Information includes non-public business, technical, financial, design, and creative information disclosed in connection with this Agreement. Recipient shall use Confidential Information only for the purposes of performing this Agreement and shall protect it using the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement, (b) was rightfully known to Recipient prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives Discloser prompt notice and cooperates in seeking protective treatment.

INTELLECTUAL PROPERTY

Ownership of Work Product: Unless otherwise agreed in writing, Designer retains ownership of all original design materials, concepts, drafts, and working files (Designer Materials). Upon full payment of amounts due under this Agreement, Designer assigns to Client all right, title, and interest in the final delivered designs and related final files (Final Deliverables), except for Designer Materials that are retained by Designer as underlying methodologies, templates, or proprietary tools.

License to Designer Materials: Designer grants to Client a non-exclusive, worldwide, royalty-free license to use Designer Materials to the extent necessary to use, reproduce, and display the Final Deliverables for Client's business purposes.

WARRANTIES AND LIMITATION OF LIABILITY

Designer warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE TO DESIGNER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

INDEPENDENT CONTRACTOR

Designer is an independent contractor and shall be solely responsible for all taxes, withholdings, and other statutory obligations of an independent contractor. Nothing in this Agreement shall create an employer-employee, partnership, or joint venture relationship between the parties.

Independent Contractor Employee

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

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.

AMENDMENT; WAIVER; ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions. No amendment to this Agreement shall be effective unless made in writing and signed by both parties. No waiver of any breach shall be effective unless in writing.

NOTICES

Notices shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the contact address provided above, or to such other address as a party may designate by notice.

SURVIVAL

The obligations of the parties that by their nature survive termination or expiration of this Agreement, including confidentiality, indemnification, intellectual property, and payment obligations, shall survive termination or expiration.

SIGNATURES

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