Design Contract Template

Design Contract Template

This Design Agreement (the Agreement) is made effective as of between Client Name: , with address: ; and Designer Name: , with address: .

RECITALS

WHEREAS, Client desires to engage Designer to provide design services for the project described in this Agreement, and Designer represents that it has the skill, experience and resources to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms, deliverables, payment structure, and other terms governing Designer's provision of services and the ownership and use of the resulting work products.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Designer the total fee of USD for the services and deliverables described above.

Invoices shall be issued in accordance with the payment schedule. Unless otherwise stated, all invoices are due within days of invoice. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus a late fee of USD or per month, whichever is greater.

All fees are exclusive of applicable sales, use, value-added, withholding or other taxes. Client is responsible for all such taxes and for any withholding required by law unless Client provides a valid exemption certificate.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for a period of 14 days after written notice. Termination shall not relieve Client of the obligation to pay for services rendered and work accepted through the effective date of termination.

Upon termination, Designer shall deliver to Client all completed deliverables and work in progress. Client shall pay Designer within the invoice terms for all work performed and costs reasonably incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party that is designated confidential or that a reasonable person would understand to be confidential under the circumstances. Each party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information for any purpose other than performing under this Agreement; and (c) limit disclosure to its employees, contractors or agents who need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already lawfully known to the receiving party, or was independently developed without use of the disclosing party's Confidential Information.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall remain confidential for as long as they meet the legal standard for trade secret protection.

INTELLECTUAL PROPERTY; LICENSES

Subject to full payment of all fees due under this Agreement, Designer assigns to Client all right, title and interest in and to the final deliverables specifically identified in the Scope of Work. Designer retains ownership of its pre-existing materials, tools, methodologies, templates and generic know-how. To the extent any rights in the deliverables cannot be assigned, Designer grants Client an exclusive, irrevocable, worldwide license to use, reproduce, modify and distribute the deliverables for Client's business purposes. Designer may retain copies of deliverables for archival and portfolio purposes only if such use does not disclose Client's Confidential Information.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold the other harmless from third-party claims arising from that party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO DESIGNER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing, and shall be deemed given upon personal delivery, one business day after delivery to an overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

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