Design Service Request

DESIGN SERVICE REQUEST

This Design Service Request (the "Agreement") is entered into by the parties identified below for the provision of design services described herein.

PARTIES

Client Name:     Client Contact (name):

Client Contact (email):     Client Contact (phone):

Service Provider Name:     Service Provider Contact:

RECITALS

WHEREAS, Client seeks design services for the project titled: (the "Project");

WHEREAS, Service Provider has expertise and experience in providing design services and agrees to perform such services pursuant to the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Project in this written Agreement.

SCOPE OF WORK

Milestones and Estimated Completion Dates:

PAYMENT TERMS

Total Fee:     Deposit Amount (due on execution):

Late Payment Fee: — applied to any overdue unpaid balance after days.

Reimbursable Expenses: Expenses will be billed at cost and require prior written approval by Client

REVISIONS & CHANGE ORDERS

Included Revisions: . Additional revisions billed at .

TERM AND TERMINATION

Agreement Start Date:     Agreement End Date (if any):

Termination: Either party may terminate for material breach if the breach is not cured within days after written notice. Either party may terminate for convenience upon days' prior written notice.

CONFIDENTIALITY

Each party shall treat as confidential all non-public technical, business and financial information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly known through no breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

Confidentiality Term: Obligations under this section shall continue for years following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY

Ownership of final deliverables: Assign to Client upon receipt of full payment     Perpetual, non-exclusive license to Client (custom terms required)

Pre-existing materials and third-party assets used by Service Provider shall remain the property of the originator; Service Provider grants Client only the rights necessary to use the deliverables as contemplated in this Agreement unless otherwise agreed in writing.

APPROVAL & ACCEPTANCE

Client shall review submitted deliverables and provide written approval or consolidated change requests within days of delivery. If Client fails to respond within that period, deliverables shall be deemed accepted.

GOVERNING LAW; ENTIRE AGREEMENT

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

Entire Agreement: This Agreement, including any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, or representations, whether written or oral.

MISCELLANEOUS PROVISIONS

Independent Contractor: Service Provider shall perform all services as an independent contractor and not as an employee or agent of Client.

Indemnification: Each party shall indemnify the other from claims arising out of its own gross negligence or willful misconduct in connection with this Agreement.

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