Design Project File

Design Project File

This Design Project File (the Agreement) is entered into by and between Client Name: and Designer Name: . Effective Date:

WHEREAS

WHEREAS, Client requires professional design services for the project described in this file and desires to retain Designer to perform such services in accordance with the terms and conditions set forth herein;

WHEREAS, Designer has represented that Designer possesses the professional qualifications, skills and experience to perform the design services required by Client and is willing to accept engagement to provide such services under the terms of this Agreement;

WHEREAS, the parties desire to document the project scope, deliverables, schedule, payment terms and related obligations in this Design Project File.

Project Identification

Scope of Work

Designer shall provide the services and deliverables described below (the Scope of Work). Designer will perform services with reasonable skill and care in accordance with industry standards and the agreed schedule.

Payment Terms

Client shall pay Designer for the services described in this Agreement in accordance with the following payment terms.

Late payments shall incur interest at the rate specified below and may suspend delivery of further deliverables until cure.

Term and Termination

This Agreement shall commence on Start Date and continue until End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate for material breach if such breach is not cured within the notice period after written notice. Upon termination Client shall pay Designer for all work performed and approved expenses through the effective date of termination.

Confidentiality

Each party shall keep confidential all information disclosed by the other party marked or reasonably understood to be confidential, shall not disclose Confidential Information to third parties except as necessary to perform this Agreement, and shall use at least the same degree of care to protect such information as it uses for its own confidential information, but in no event less than reasonable care.

Confidentiality obligations do not apply to information that is independently developed without use of the other party's Confidential Information, becomes publicly available through no breach, or is rightfully received from a third party without restriction.

Intellectual Property

Unless otherwise agreed in writing, Designer assigns to Client all right, title and interest in and to the final deliverables upon Client's payment in full for the services to which the deliverables relate. Designer retains ownership of Designer's pre-existing materials, tools, templates and trade dress, and grants Client a limited, perpetual license to use such items only as incorporated into the final deliverables.

Designer may retain copies of deliverables for recordkeeping and may display deliverables in Designer's portfolio and marketing materials unless Client checks the box below to prohibit portfolio use.
Prohibit Designer portfolio/publicity use

Change Orders

Any modifications to the Scope of Work, schedule, or fee shall be made only by written change order signed by both parties. Change orders may include adjustments to price, schedule and deliverables.

Representations, Warranties & Liability

Each party represents that it has the authority to enter into this Agreement. Designer warrants that deliverables will materially conform to the agreed specifications at the time of delivery. Except for willful misconduct or gross negligence, Designer's total liability for any claim arising from this Agreement will not exceed the total fees paid by Client to Designer under this Agreement. Neither party will be liable for consequential or punitive damages.

Indemnification

Each party shall defend, indemnify and hold harmless the other party from and against any third-party claims arising out of that party's breach of this Agreement, negligence, or willful misconduct, provided that the indemnified party gives prompt written notice and cooperates in the defense.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to conflicts of law principles.

Entire Agreement

This Agreement, including any attachments and authorized change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or waiver will be effective unless in writing and signed by both parties.

Miscellaneous

Notices must be in writing and delivered to the addresses listed above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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