Design PDF Drawings

Design PDF Drawings Agreement

This Design PDF Drawings Agreement ("Agreement") is made and entered into on between Client Name: with address and Designer Name: with address .

WHEREAS

WHEREAS, Client desires the creation of technical and presentation drawings delivered in PDF format, including annotations, layout sheets and associated electronic files, as further described in the Scope of Work; and

WHEREAS, Designer represents that Designer has the professional skill, expertise, and resources to prepare and deliver the requested PDF drawings in accordance with the terms and schedule set forth in this Agreement; and

WHEREAS, the parties wish to set forth their mutual rights and obligations with respect to the design, delivery, acceptance, payment and ownership of the PDF drawings.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $. Client shall pay Designer as follows:

Deposit (due prior to commencement): $.

Invoices are due within days of invoice date. Late payments will incur interest at % per month (or the highest rate permitted by law), compounded monthly, plus reasonable collection costs.

Expenses: Client will reimburse Designer for pre‑approved out-of-pocket expenses incurred in performance of the work upon presentation of receipts. Taxes: Client is responsible for any sales, use or other taxes assessed on the services except taxes based on Designer's net income.

TERM AND TERMINATION

Term Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. In the event of termination for cause, the non-breaching party shall give the breaching party written notice and a cure period of days to cure the breach. Upon termination, Client shall pay Designer for all services performed and expenses incurred through the effective date of termination.

DELIVERY, ACCEPTANCE & REVISIONS

Delivery Format: Final deliverables will be provided as PDF files meeting the specifications set forth in the Scope of Work. Designer will deliver files electronically unless the parties agree otherwise in writing.

Acceptance: Client shall have business days from delivery to inspect and provide written notice of any deficiencies. Absent timely written rejection, the deliverable shall be deemed accepted.

INTELLECTUAL PROPERTY & LICENSE

Ownership: Designer retains ownership of all underlying concepts, drafts, working files and copyrights in the work product until Designer receives full payment for the services rendered. Upon receipt of full payment, Designer grants Client a non-exclusive, perpetual, worldwide license to use the delivered PDF drawings for the permitted purposes described in this Agreement.

Restrictions: Client may not sell, sublicense, or distribute the drawings for resale without Designer's prior written consent. Designer retains the right to use non-confidential aspects of the work for portfolio and marketing purposes unless Client requests otherwise in writing.

CONFIDENTIALITY

Each party agrees that all non-public information disclosed by the other party in connection with the performance of this Agreement and identified as confidential or that reasonably should be understood to be confidential given the nature of the information (collectively, "Confidential Information") shall be held in strict confidence and shall not be used or disclosed except as necessary to perform under this Agreement. This obligation shall survive termination for a period of years.

WARRANTIES, LIMITATIONS AND INDEMNITY

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

Limitation of Liability: Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential or punitive damages. Designer's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Designer under this Agreement.

Indemnity: Client shall indemnify and hold Designer harmless from and against third-party claims arising from Client-supplied information, materials or instructions that infringe third-party rights or violate law.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may specify in writing, and shall be deemed given upon personal delivery or three days after deposit in the mail, postage prepaid.

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