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Design Project Note

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DESIGN PROJECT NOTE

This Design Project Note (the "Note") is made effective as of by and between the parties identified below.

WHEREAS

WHEREAS, Client desires the provision of design services for the project identified as (the "Project"); and

WHEREAS, Designer represents that Designer has the professional expertise and capacity to perform the design services described herein and agrees to perform such services under the terms and conditions set forth in this Note; and

WHEREAS, the parties intend by this Note to establish the material business terms, payment obligations and certain legal protections governing their relationship for the Project.

SCOPE OF WORK

Designer shall perform the design services described below. Services shall be provided in a professional manner consistent with industry standards. Any changes to the scope that materially alter fees or schedule must be agreed in writing.

PAYMENT TERMS

Client agrees to pay Designer the total project fee and pursuant to the schedule set forth below. All fees are payable in U.S. dollars unless otherwise stated.

Invoices are due and payable within days of invoice. Overdue amounts shall bear interest at the rate of (or the maximum allowed by law), together with any costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Note commences on the Commencement Date and continues until completion of the Scope of Work or until earlier termination in accordance with this section.

Commencement Date:     Completion / End Date:

Either party may terminate this Note for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Client may also terminate for convenience upon providing days' written notice; in such case Client shall pay for work performed and reasonable demobilization costs through the termination effective date.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to third parties any Confidential Information of the other party (the "Disclosing Party") obtained under or in connection with this Note. "Confidential Information" means non-public information identified as confidential or that reasonably should be understood to be confidential given its nature. Confidentiality obligations do not apply to information that: (a) is or becomes public through no breach by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

On termination or upon request, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information and certify such return or destruction in writing.

INTELLECTUAL PROPERTY

Designer grants Client a non-exclusive, non-transferable license to use final deliverables for the Project purpose upon full payment. Designer retains ownership of designer-created materials, preliminary concepts and underlying intellectual property unless otherwise assigned in writing. Client's use beyond the agreed scope requires written license or assignment and additional compensation.

GOVERNING LAW; DISPUTE RESOLUTION

This Note shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to commencing any formal legal proceeding.

ENTIRE AGREEMENT

This Note, together with any attached exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the Project and supersedes all prior negotiations, representations and agreements. No amendment shall be effective unless in writing and signed by both parties.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized courier, or U.S. certified mail, return receipt requested, to the addresses set forth above (or as later designated in writing).

Client

Printed Name:

By:

Date:

Designer

Printed Name:

By:

Date:

Enter text✕

What a Design Project Note Is and When It’s Used

A Design Project Note is a concise written record that summarizes scope, deliverables, timeline, fees, and approval conditions for a design engagement. It is used by architects, designers, contractors, and clients to align expectations before detailed contracts are drafted. The note can serve as an internal project memo, a client-facing summary, or an attachment to a purchase order, and often becomes the reference point for change orders and billing. Although not always a standalone contract, a clear Design Project Note reduces misunderstandings and supports later contractual or billing enforcement.

Why a Clear Design Project Note Matters

A well-prepared Design Project Note clarifies responsibilities, reduces approval cycles, and documents decisions that affect scope and cost. It provides a dated, signed record useful for dispute resolution and for meeting internal audit or client procurement requirements.

Why a Clear Design Project Note Matters

Who Typically Creates and Signs a Design Project Note

Use the note to get quick, documented consent before issuing detailed agreements, change orders, or project invoices.

  • Design firms and independent designers confirming scope and deliverables with clients.
  • General contractors and specialty subcontractors recording design-related scope and milestone approvals.
  • Client project managers or procurement teams documenting acceptance and initial payment terms.

Core Elements to Include in a Professional Note

Include consistent sections so every note can be compared and enforced across projects; concise, standardized headings speed review and reduce errors.

Project Title

Short, unique project name that matches client purchase orders and contract headers to avoid identification errors.

Scope Summary

Clear, numbered list of services and deliverables with exclusions and assumptions to limit scope creep and support change orders.

Deliverables & Milestones

Dates and artifacts expected at each milestone (e.g., concept sketches, permit-ready drawings) with acceptance criteria for each.

Fees and Payment Terms

Fee schedule, invoicing milestones, accepted payment methods, and late fee or retainage terms for clarity on financial obligations.

Approvals and Signatures

Required signers, their authority limits, and whether digital or in-person signatures are permitted for execution.

Change Order Process

How changes are requested, priced, approved, and documented so scope changes do not proceed without written agreement.

Required Data Fields to Capture

Project ID: Unique reference code
Parties: Full legal names
Effective Date: MM/DD/YYYY
Deliverable List: Itemized deliverables
Compensation: Amounts & schedule
Authorized Signer: Name and title

Step-by-Step: Completing a Design Project Note

Follow these steps to produce a clear, enforceable note that supports subsequent contracts and billing.

  • 01
    1. Identify parties: Enter full legal names and contact details for each party.
  • 02
    2. Summarize scope: Write a brief, numbered scope list and state explicit exclusions.
  • 03
    3. Set milestones: Add delivery dates and acceptance criteria for each milestone.
  • 04
    4. Sign and date: Obtain signatures from authorized signers with dates and roles.

Configure an Efficient Online Workflow

Set up fields and routing so the note flows to the right reviewers and stores a complete audit trail.

Upload Format PDF or DOCX
Required Fields Project ID, Effective Date, Signer name
Signer Order Sequential or parallel routing
Authentication Email link, SMS code, or stronger methods
Retention Store signed PDF + audit trail

Where to Send and How the Note Is Processed

A typical routing path ensures review, approval, and secure archival with an accessible audit trail.

  • Originator: Prepares note and uploads source file
  • Internal Review: Design lead and finance review for scope and fees
  • Client Approval: Client signs and dates the note
  • Record Storage: Signed note and audit trail archived

Digital Signing and eSubmission Best Practices

Ensure the vendor supports retention, export to PDF/A, and provides a clear audit trail to meet legal and internal recordkeeping requirements.

  • File formats: PDF, DOCX supported
  • Authentication options: Email link, SMS code, KBA
  • Integrations: CRM and storage connections

Key Deadlines and Typical Timing Expectations

Set clear internal dates for review, client approval, and billing to avoid delays and align expectations.

Draft Issued:

Issue draft within 3–5 business days after project kickoff

Client Review:

Allow 5–10 business days for review and comments

Final Approval:

Target signature within 10–15 business days to maintain schedule

Invoice Submission:

Invoice on milestone acceptance per payment terms

Record Archival:

Archive signed note immediately after final signature

Project Milestones from Note to Execution

Track the note through defined milestones so approvals, procurement, and execution proceed without gaps.

01

Drafting

Create concise scope and fee sections; avoid open-ended language.

02

Internal Approval

Design lead and finance confirm scope and pricing before client delivery.

03

Client Signature

Client signs electronically or in person to confirm acceptance.

04

Implementation

Work begins only after signed note or fully executed contract is on file.

Potential Consequences of an Incorrect or Incomplete Note

Scope disputes: Increased change-order disputes
Payment delays: Invoices rejected or delayed
Contract ambiguity: Enforceability risks in disputes
Unauthorized signers: Possible invalidation of approval
Data retention lapses: Noncompliance with record rules
Regulatory exposure: Industry-specific penalties possible

Common Mistakes to Avoid

  • Unclear deliverables that omit acceptance criteria leading to billing disagreements or rework requests.
  • Missing signer authority details so approvals are later challenged as unauthorized or out of scope.
  • Using vague payment language (e.g., reasonable efforts) which leads to delayed payments and disputes.
  • Failing to attach or reference related documents, causing ambiguity about which version governs.

Practical Examples of Design Project Notes in Use

Two customer examples illustrate typical outcomes when a clear note is used to control scope and speed execution.

Martin Properties (Founder)

A small property firm used a concise note to consolidate approvals and signatures prior to construction bids.

  • The note captured fees, milestones, and a single approval signer.
  • As a result, the team processed documents online with full compliance and faster turnaround, reducing coordination time between on-site teams and remote approvers.

BIS (CEO)

An enterprise services firm standardized notes across projects to align technical scope with procurement.

  • Standard fields included project ID and change order rules.
  • The consistent note format improved internal controls and facilitated audit-ready records supported by a secure signing platform and retained audit trails.

Practical Tips to Improve Accuracy and Turnaround

Adopt standard templates and verification steps to reduce errors and speed approvals.

Standardize a template
Use a single template with mandatory fields and clear labels so reviewers know where to find scope, fees, and signer authority without re-reading freeform text.
Require signer authority confirmation
Ask signers to include title and role; cross-check against procurement or corporate authorization records before accepting approval.
Attach reference documents
Include plans, exhibits, or prior approvals as attachments and cite them in the note to avoid version confusion and reduce disputes.
Preserve the audit trail
Store the signed PDF plus timestamped audit log and signer metadata to support future enforcement or billing reconciliation.

Comparing eSignature Vendors for Executing Design Project Notes

Typical selection criteria include starting price, bulk send capability, audit trail availability, HIPAA support, and any envelope or usage limits.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial (no credit card) Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes Limited
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA) Yes (BAA available) Yes (BAA available) No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently Asked Questions About Design Project Notes

Answers to common legal, execution, and retention questions for practitioners using Design Project Notes.


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