Design Project MDes Log

Design Project MDes Log — General Business Agreement

Parties and Project Identification

This Agreement is entered into between Client Name: and Consultant Name: .

WHEREAS

WHEREAS, Client requires design research, concept development, prototyping, and advisory services in connection with the MDes capstone project titled: ;

WHEREAS, Consultant possesses professional design expertise, facilities, and resources necessary to perform the described services and will maintain standards of professional skill and care applicable to graduate-level design practice;

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

Scope of Work

Consultant shall provide design project services including but not limited to research, user testing, concept iteration, prototyping, documentation, and presentation support. Deliverables, milestones, and acceptance criteria will be those set forth below and in the project log entries.

Deliverables and Milestones

Parties agree to the following primary milestones. Each milestone shall be deemed accepted upon written confirmation by Client or expiration of the agreed review period.

Target Completion Date:   Fee Allocation:

Target Completion Date:   Fee Allocation:

Payment Terms

Client shall pay Consultant the total project fee and in accordance with the schedule below. Fees are exclusive of applicable sales, value-added, or other taxes which shall be payable by Client where required by law.

Late payments shall bear interest at:   and Client shall be responsible for reasonable collection costs and legal fees incurred by Consultant in enforcing payment.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Either party may also terminate for convenience upon days' prior written notice. Termination shall not relieve Client of obligation to pay for services performed through the effective date of termination, including reimbursable expenses.

Confidentiality

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public information designated in writing as confidential or which, by its nature, should reasonably be understood to be confidential.

Recipient shall hold Confidential Information in confidence, shall not disclose it to third parties except to those employees, contractors, or agents with a need to know who are bound by confidentiality obligations no less restrictive than those herein, and shall use it solely for performance of this Agreement. Confidential Information does not include information that (a) is or becomes publicly known through no breach by Recipient; (b) was lawfully in Recipient's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Confidential Information.

The obligations under this Section shall survive termination or expiration of this Agreement for a period of three (3) years, provided that trade secrets shall remain protected for as long as they meet the legal definition of a trade secret.

Project Log (MDes)

The Project Log documents work performed, research notes, test dates, and decisions. Consultant shall maintain and provide an updated log at each milestone and upon Client request.

Intellectual Property and Use

Unless otherwise agreed in writing, Consultant grants Client a non-exclusive, non-transferable license to use deliverables for the purpose of academic presentation and publication. Ownership of pre-existing intellectual property, tools, and methodologies shall remain with the party that provided them. Assignment of copyrights or patents shall require a separate written agreement signed by both parties and accompanied by appropriate consideration.

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. The parties agree that venue for any dispute shall be the state or federal courts located nearest to the principal place of Consultant's business unless otherwise mutually agreed in writing.

Entire Agreement and Miscellaneous

This Agreement, including all exhibits and referenced schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written negotiations and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The waiver of any breach shall not operate as a waiver of any subsequent breach.

Acknowledgement

The undersigned represent and warrant that they are authorized to enter into this Agreement on behalf of the party for whom they sign, and that the obligations set forth herein are binding and enforceable.

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