Design Project Specification

DESIGN PROJECT SPECIFICATION

Parties and Effective Date

This Design Project Specification (the "Specification") is entered into as of between the following parties:

Recitals

WHEREAS, the Client seeks professional design services for a project identified as ; and

WHEREAS, the Service Provider represents that it possesses the expertise, personnel, and capacity to perform the design services described in this Specification; and

WHEREAS, the parties desire to set forth the scope, deliverables, schedule, payment terms, and other terms and conditions governing the design engagement in this Specification.

Scope of Work

The Service Provider shall perform professional design services as described below. The Scope of Work identifies tasks, responsibilities, and explicit deliverables required for completion of the project.

Deliverables and Schedule

The Service Provider shall deliver the items described below in accordance with the milestone schedule. Milestones shall reference specific deliverables and associated acceptance criteria.

Project Start Date:    Project End Date (anticipated):

Change Orders

Any material change to scope, schedule, deliverables or price shall be effected only by a written Change Order signed by authorized representatives of both parties. The Change Order shall specify adjustments to the Scope of Work, schedule, and fees. The Service Provider shall not be required to perform work outside the Scope of Work without an executed Change Order.

Payment Terms

The Client shall pay the Service Provider the fees described below in consideration of the services and deliverables described in this Specification. All sums are payable in United States dollars unless otherwise agreed in writing.

Invoices are due and payable within days of invoice date. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus any collection costs and reasonable attorney's fees.

Confidentiality

Each party shall hold in confidence and shall not disclose to third parties any Confidential Information of the other party disclosed in connection with this Specification, except as required by law. Confidential Information shall remain confidential for a period of from disclosure. The obligations of confidentiality do not apply to information that is or becomes generally available to the public through no fault of the receiving party, or that the receiving party can demonstrate by written records was already known prior to disclosure.

Intellectual Property

Unless otherwise agreed in writing, upon full payment of all amounts due, the Service Provider assigns to the Client all rights, title and interest in the final, delivered design deliverables created specifically for the Client under this Specification. The Service Provider retains ownership of any pre-existing materials, tools, methods, templates, and general know-how used to create the deliverables, and grants the Client a non-exclusive license to such pre-existing materials only as necessary for the Client's use of the deliverables.

Warranties, Representations, and Limitation of Liability

The Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SPECIFICATION, THE SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. Each party's aggregate liability arising out of or related to this Specification shall be limited to direct damages not to exceed the total fees paid by the Client to the Service Provider under this Specification. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES.

Acceptance

Deliverables shall be submitted for review. The Client shall provide written acceptance or a detailed statement of deficiencies within business days of delivery. Failure to deliver a timely deficiency notice shall constitute acceptance of the deliverable.

Term and Termination

This Specification commences on the Project Start Date set forth above and continues until the Project End Date or until terminated as provided herein. Either party may terminate this Specification for cause if the other party materially breaches and fails to cure the breach within days after written notice. Either party may terminate without cause upon prior written notice of days, provided that the Client shall pay for all work performed and expenses incurred through the effective date of termination.

Governing Law and Dispute Resolution

This Specification shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties. The parties shall attempt in good faith to resolve disputes arising under this Specification by negotiation between senior representatives. If unresolved, disputes shall be resolved by binding arbitration or litigation as agreed by the parties; the prevailing party shall be entitled to recover reasonable attorney's fees and costs.

Entire Agreement

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

Notices

Notices required under this Specification shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing, and shall be effective upon personal delivery, one business day after overnight courier, or three business days after deposit in the mail, postage prepaid.

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