Design Development Agreement

DESIGN DEVELOPMENT AGREEMENT

This Design Development Agreement (the Agreement) is entered into between Client Name: and Designer Name: .

WHEREAS

WHEREAS, Client requires professional design development services for the project identified as Project Name: (the Project); and

WHEREAS, Designer has the skill, experience and resources to perform design and development services and will provide deliverables in accordance with the scope and schedule set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services and deliverables.

1. SCOPE OF WORK

Designer will perform the design development services described below (Services) and deliver the deliverables described in the schedule. Services shall include necessary revisions and coordination reasonably required to complete the Project as described.

2. DELIVERABLES AND SCHEDULE

Deliverables shall be submitted in accordance with the milestone schedule below. Delivery dates are estimated and subject to timely Client approvals and feedback.

3. PAYMENT TERMS

Client shall pay Designer the fees set forth below in consideration for the Services. All fees are exclusive of taxes and reimbursable expenses except as expressly stated.

Invoices not paid within days of receipt shall accrue interest at per month (or the maximum permitted by law), and Client shall reimburse Designer for costs of collection, including reasonable attorneys' fees.

4. TERM AND TERMINATION

This Agreement commences on the Start Date set below and continues until the Completion Date set below unless earlier terminated in accordance with this Agreement.

Start Date:    Completion Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days following written notice. In addition, either party may terminate for convenience upon days' prior written notice. Upon termination, Client shall pay Designer for Services performed and non-cancellable obligations incurred through the effective date of termination.

5. CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party that is designated as 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 excludes information that (a) is or becomes generally available to the public through no breach by the receiving party; (b) was in the receiving party's possession prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information only for performance under this Agreement, shall protect it using at least reasonable care, and shall not disclose it to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

6. INTELLECTUAL PROPERTY

Subject to full payment of all amounts due under this Agreement, Designer assigns to Client all right, title and interest in and to the final deliverables specifically prepared for Client under this Agreement. Designer retains ownership of Designer's intellectual property, including methodologies, tools, software, know-how, templates, sketches, and trade secrets, and grants Client a non-exclusive license to any such retained materials only to the extent incorporated into the final deliverables.

Client represents and warrants that any materials provided to Designer for use in the Project do not infringe the intellectual property rights of third parties and indemnifies Designer for liabilities arising from Client-supplied materials.

7. CHANGES AND REVISIONS

Changes to the Scope of Work shall be made only by written Change Order signed by both parties specifying the change in scope, any adjustment to fees, and any change to the schedule. Designer's standard hourly rate for additional services is per hour unless otherwise agreed in writing.

8. INSURANCE, WARRANTY AND LIABILITY

Designer warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, DESIGNER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability for breach of confidentiality or wilful misconduct, each party's aggregate liability to the other for any claim arising under this Agreement shall not exceed the total fees actually paid by Client to Designer under this Agreement.

9. INDEMNIFICATION

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

10. INDEPENDENT CONTRACTOR

Designer is an independent contractor and not an employee, agent, partner or joint venturer of Client. Designer shall be solely responsible for employment-related taxes and for providing any benefits to its personnel.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT

This Agreement, together with any attached schedules and signed Change Orders, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

14. 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 to a successor in interest to substantially all of its business assets. The parties agree to cooperate in executing such additional documents as may be reasonably necessary to effectuate the purposes of this Agreement.

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