Design Project Breakdown

DESIGN PROJECT BREAKDOWN

THIS AGREEMENT is entered into by and between the parties identified below for the provision of design services and the delivery of design deliverables in accordance with the terms set forth herein.

WHEREAS

WHEREAS, Client Name: desires to engage Designer to perform certain design services; and

WHEREAS, Designer Name: represents that Designer has the skill, personnel and resources necessary to perform such services on the terms contained in this Agreement.

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

Parties & Project Identification

Project Title:    Project Start Date:    Project End Date:

Scope of Work

Designer shall perform the services and deliverables described below. Deliverables will be provided in the format and milestones specified and will conform to the specifications agreed by the parties.

Itemized Deliverables & Fees

The parties agree the following represents an itemized breakdown of deliverables, estimated effort, unit rates, and estimated subtotals. Actual invoices will reflect agreed change orders.

Payment Terms

The Client shall compensate Designer in accordance with the fees and schedule set forth below. All fees are payable in United States Dollars unless otherwise agreed in writing.

Invoices are due within days of receipt. Late payments shall incur interest at the rate of per month on outstanding balances, or the maximum rate permitted by law, whichever is less.

Term and Termination

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated as provided herein.

Either party may terminate for convenience upon written notice delivered to the other party at least days prior to termination. Either party may terminate immediately for material breach if such breach remains uncured for a period of 15 days after written notice of breach.

Confidentiality

Each party shall maintain as confidential all information disclosed by the other party that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is publicly known through no fault of the receiving party, independently developed without use of the disclosing party's Confidential Information, or rightfully obtained from a third party without restriction.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall restrict disclosure to employees, contractors, or agents having a need-to-know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Materials Provided:    Proprietary Notice Acknowledged:

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 laws principles. The parties agree that disputes shall be subject to the exclusive jurisdiction of the state and federal courts located within that state.

Entire Agreement

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

Representations & Warranties

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Designer warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

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