Design Project Paperwork

Design Project Paperwork

This Design Project Agreement (the "Agreement") is made effective as of Effective Date: , by and between Client Name: ("Client") and Designer Name: ("Designer").

RECITALS

WHEREAS, Client desires to engage Designer to perform design services for the project described as Project Title: in accordance with the terms of this Agreement; and

WHEREAS, Designer has represented that Designer possesses the professional skill, experience, and resources necessary to perform the services and deliverables described herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to such services and deliverables.

SCOPE OF WORK

Designer shall perform the services and deliver the deliverables described below. The Scope of Work shall include requirements, milestones, and acceptance criteria. Any changes to the Scope of Work must be documented in a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Designer for the services rendered in accordance with the following terms. All amounts are in U.S. dollars unless otherwise specified.

All invoices issued by Designer will include a clear description of services rendered and, if applicable, associated expenses. Unless otherwise agreed in writing, payments not received within the Payment Due period will incur the Late Fee and interest at the stated rate, calculated monthly until paid in full. Client shall also be responsible for reasonable collection costs, including attorney fees, if applicable.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least Notice Period: days prior to termination. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach. Upon termination, Designer shall deliver all completed and work-in-progress deliverables and Client shall pay Designer for all work performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not use or disclose any non-public, proprietary, or confidential information of the other party (the "Disclosing Party") disclosed in connection with this Agreement, except as required for performance under this Agreement or as required by law. Confidential information does not include information that is or becomes publicly available other than by breach of this Agreement, was already known to the Receiving Party without obligation of confidentiality, or is independently developed by the Receiving Party. The Receiving Party shall take reasonable measures to protect the confidentiality of such information, no less than the measures it uses to protect its own confidential information of similar importance.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Designer retains ownership of all original concepts, designs, preliminary materials, tools, and methodologies produced prior to final payment. Upon full and final payment of all fees owed to Designer, Designer shall assign to Client ownership of the final Deliverables specifically identified in the Scope of Work. Designer reserves the right to retain copies of Deliverables for archival purposes and to use non-confidential aspects of the work for promotional purposes, subject to the Confidentiality obligations herein.

Ownership of final deliverables transfers to Client upon full payment

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Designer represents and warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. Except as expressly provided in this Agreement, Designer makes no other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

In no event shall either party be liable to the other for incidental, consequential, indirect, special, or punitive damages arising out of this Agreement, regardless of the theory of liability, and whether or not such party has been advised of the possibility of such damages. The aggregate liability of Designer for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Designer under this Agreement.

Client agrees to indemnify, defend, and hold harmless Designer and its officers, agents, and employees from and against any claims, liabilities, losses, damages, costs, and expenses (including reasonable attorney fees) arising out of Client's use of the deliverables, Client-supplied materials, or Client's breach of this Agreement.

NOTICES

All notices, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party may designate by notice to the other party.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the Governing State: without regard to its conflicts of law provisions. This Agreement, including all exhibits and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The relationship of Designer to Client is that of an independent contractor. Nothing in this Agreement shall create a partnership, joint venture, employment relationship, or agency between the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Headings are for convenience only and shall not affect interpretation.

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