Design Project Offer

DESIGN PROJECT OFFER

This Design Project Offer ("Offer") is made effective as of by and between Client Name: and Designer Name: .

WHEREAS, Client desires to obtain design services related to the Project titled to be performed at or for the benefit of the Client;

WHEREAS, Designer represents that Designer has the skill, experience and qualifications to perform the design services described in this Offer and is willing to perform such services on the terms and conditions set forth below;

WHEREAS, the parties intend for this Offer to set forth the principal business terms, deliverables and legal terms governing the engagement between the parties pending execution by both parties.

Scope of Work

Designer will provide professional design services as described below. Deliverables, milestones and any specific technical requirements must be detailed in the Scope of Work field.

Payment Terms

Client shall pay Designer the Total Project Fee and any agreed reimbursable expenses in accordance with the schedule below. All fees are payable in United States dollars unless otherwise agreed in writing.

Any undisputed invoice not paid within days after the invoice date shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Designer to collect overdue amounts.

Term and Termination

This Offer commences on the Start Date and continues through the End Date below, unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Offer for convenience upon providing written notice to the other party at least days prior to the intended termination date. In the event of termination for cause, the non‑breaching party shall provide written notice of breach and a cure period of days. If the breach is not cured within the cure period, the non‑breaching party may terminate immediately and seek available remedies.

Confidentiality

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential. Each recipient shall:

(a) hold the discloser's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose it to any third party except as permitted hereunder; and (c) use it solely to perform its obligations under this Offer. Disclosure to consultants or subcontractors is permitted on a need‑to‑know basis provided such parties are bound by confidentiality obligations no less protective than those set forth herein.

The obligations of confidentiality shall remain in effect for years from the date of disclosure, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Designer grants Client a non‑exclusive, non‑transferable license to use final deliverables solely for the purposes described in the Scope of Work upon full payment of all fees due. Designer retains ownership of its pre‑existing materials, templates, techniques, and any general know‑how incorporated into the deliverables. Transfer of ownership of any original work product shall be expressly documented in writing and conditioned upon full payment.

Warranties; Limitation of Liability

Designer warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS OFFER EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO DESIGNER UNDER THIS OFFER, AND IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

Governing Law

This Offer 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 the state and federal courts located in that state shall have exclusive jurisdiction for any disputes arising under this Offer.

Entire Agreement

This Offer, together with any exhibits, schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acceptance

This Offer is valid until . Acceptance by Client requires execution by an authorized representative of Client and return to Designer prior to the expiration date.

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