Design Detail Document

DESIGN DETAIL DOCUMENT

Parties and Recitals

This Design Detail Document (the Agreement) is entered into effective as of , by and between:

Client Name:

Designer/Provider Name:

Project Title:

WHEREAS, the Client desires to retain the Designer to perform design services for the Project identified above, and the Designer represents that it has the skill and capacity to perform such services in accordance with the terms set forth herein;

WHEREAS, the parties intend that this Agreement set forth the specific scope, deliverables, payment terms, and the rights and obligations of the parties with respect to the design services;

WHEREAS, the parties agree to proceed promptly with the work in accordance with the schedule and acceptance criteria established in this Agreement.

Scope of Work

Payment Terms

Total Fee: $ payable in accordance with the schedule below.

Payment Due: Invoices are due within days of invoice receipt. Late payments shall incur a late fee of % per month or $, whichever is greater.

All payments are non-refundable except as expressly provided in this Agreement. Except where otherwise stated, taxes, duties and similar charges shall be the responsibility of the party required to pay them under applicable law.

Term and Termination

Term Commencement Date:

Term End Date (if applicable):

Termination for Convenience: Either party may terminate this Agreement upon written notice given at least days prior to the effective termination date. Termination shall not relieve either party of obligations accrued prior to termination.

Termination for Cause: Either party may terminate immediately for material breach by the other if such breach remains uncured for a period of ten (10) days following written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either party in connection with the Project, including designs, specifications, business plans, pricing, trade secrets, and client data. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Obligations: The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Remedies: The parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages are an inadequate remedy and that injunctive relief may be sought in addition to any other remedies available at law or equity. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets where protection shall continue for so long as the information qualifies as a trade secret under applicable law.

Intellectual Property and License

Ownership of Deliverables: Subject to full payment of all amounts due, the Designer assigns to the Client all proprietary rights, title and interest in the final design deliverables created specifically for the Client under this Agreement. The Designer retains ownership of any pre-existing materials, tools, methodologies, templates, know-how and other intellectual property not specifically created for the Project ("Designer Materials"). To the extent Designer Materials are included in the deliverables, Designer grants Client a perpetual, non-exclusive, worldwide license to use such Designer Materials solely as incorporated into the final deliverables.

Moral Rights: To the extent permitted by law, Designer waives and agrees not to assert any moral rights in the deliverables assigned to Client under this Agreement. Designer shall obtain similar waivers from Personnel as necessary.

Change Orders

All changes to the Scope of Work shall be documented in a written change order signed by both parties. Each change order shall describe the change, any adjustment to fees, and any change to the schedule. Designer is not obligated to proceed with any work outside the Scope of Work until a signed change order is executed and any agreed additional payment is received.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve disputes through negotiation between senior representatives. If unresolved within thirty (30) days, the parties may pursue other remedies available at law or equity.

Representations; Warranties; Limitations

Each party represents that it has the full right and authority to enter into this Agreement. Designer warrants that the deliverables will materially conform to the agreed specifications for a period of thirty (30) days following final delivery; Designer's sole obligation for breach of such warranty will be, at Designer's option, to correct non-conforming deliverables or refund the Fees for such deliverables. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Entire Agreement

This Agreement, including any executed change orders and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

Administrative Details

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Designer may assign rights to payment to a financing entity.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided above.

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