Can this agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws adopted by most states; ensure intent, consent, attribution, and retention are satisfied for legal validity.

Is a notary required to make the contract valid?

Typically no; most service contracts do not require notarization. Notarization may be needed only in limited situations or where the parties choose to create a self-proving record.

What happens if the signer lacks authority?

A signature by an unauthorized signer can render the agreement voidable; verify signatory authority and get corporate authorization or a power of attorney if needed.

How should intellectual property be handled?

Specify whether IP is assigned or licensed, include deliverable definitions (source files, assets), and document any retained rights or moral rights waivers to avoid later disputes.

Are consumer-facing disclosures required?

Yes, when the transaction is consumer-facing, ESIGN requires a consumer disclosure of the right to paper and a consent mechanism; follow 15 U.S.C. §7001(c) for details.

How long must I retain the signed agreement?

Retention depends on context: keep tax-relevant records for at least 3 years (IRC §6501(a)), HIPAA-related records for 6 years (45 CFR §164.530(j)), and consider 7 years for general post-termination coverage.

Electronic Signature
Templates
Miscellaneous
Design Services Agreement

Design Services Agreement

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DESIGN SERVICES AGREEMENT

This Design Services Agreement (the "Agreement") is entered into as of by and between Client Name: , with address: (hereinafter "Client"), and Designer Name: , with address: (hereinafter "Designer").

RECITALS

WHEREAS, Client desires to engage Designer to provide creative and technical design services in accordance with the terms and scope set forth in this Agreement; and

WHEREAS, Designer represents that Designer has the professional skill, experience and capability to provide the design services described herein and agrees to perform such services under the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth in writing their respective duties, responsibilities, and compensation.

1. SCOPE OF WORK

Designer shall perform the design services described below (the "Services"). Designer shall provide deliverables in accordance with the timetable and milestones set forth in this Agreement and as reasonably requested by Client.

Detailed Description of Services and Deliverables Project Schedule and Milestones (include dates or milestone triggers)

2. PAYMENT TERMS

Client shall pay Designer for the Services in accordance with the following terms.

Total Fee Payment Schedule Late Payment Fee

Any undisputed amount not paid within days of the invoice due date shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower.

3. 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 material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may also terminate this Agreement without cause upon days' prior written notice to the other party. Upon termination, Client shall pay Designer for Services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose or use any proprietary or confidential information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. Confidential information excludes information that: (a) is or becomes generally known to the public other than through breach of this Agreement; (b) was known to Receiving Party prior to disclosure as demonstrated by written records; (c) is lawfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify for trade secret protection.

5. INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, upon full payment of all amounts due, Designer assigns to Client all right, title and interest in the final deliverables created specifically for Client under this Agreement. Designer retains ownership of Designer's pre-existing materials, tools, templates, and know-how ("Designer Materials"). Designer grants Client a non-exclusive, perpetual, worldwide license to use any Designer Materials embedded in the deliverables only as incorporated in the deliverables. Client shall not remove Designer's proprietary notices from any deliverables without prior written consent.

6. REVISIONS AND ACCEPTANCE

The fee includes rounds of revisions. Additional revisions beyond the included number shall be billed at . Client shall provide written acceptance or reasonably specific rejection comments within days of delivery; failure to respond shall be deemed acceptance.

7. WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Designer warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO DESIGNER UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

Client shall indemnify, defend and hold Designer harmless from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from Client-provided materials, Client's breach of this Agreement, or Client's use of the deliverables (except to the extent directly caused by Designer's gross negligence or willful misconduct).

8. ASSIGNMENT; SUBCONTRACTING

Designer may engage subcontractors to perform portions of the Services provided Designer remains responsible for the performance of its subcontractors. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest to substantially all of the assigning party's business assets.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices shall be deemed given when delivered personally, by certified mail, or by nationally recognized overnight courier.

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement 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 shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, the parties agree to submit disputes to binding arbitration in the designated jurisdiction unless injunctive relief is necessary to protect intellectual property rights.

11. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated by reference, 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 modification or amendment must be in writing and signed by both parties.

12. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. The parties are independent contractors and nothing in this Agreement creates an employer-employee, partnership or agency relationship.

SIGNATURES

Client Name:

By:

Date:

Designer Name:

By:

Date:

What the Design Services Agreement Is and When It Applies

A Design Services Agreement is a written contract that sets the scope, deliverables, schedule, payment terms, intellectual property allocation, and dispute resolution for professional design work. It governs relationships between a client and a designer (individual or firm) for services such as graphic design, UX/UI, architectural design, product design, or engineering drawings. The agreement clarifies responsibilities, change-order processes, acceptance criteria for deliverables, and termination rights to reduce misunderstandings and preserve legal remedies if performance or payment issues arise.

Why a Clear Design Services Agreement Matters

A well-drafted Design Services Agreement reduces project risk by defining scope, milestones, and payment triggers, making performance measurable and disputes easier to resolve under contract law.

Who Typically Prepares and Signs This Agreement

Typical parties include design firms, freelance designers, agencies, and the hiring client (company or individual) who will receive the design work.

Freelance Designer — Independent professional contracting directly with clients for discrete projects or retainer-based work.
Design Agency — Multi-person firm offering bundled services (strategy, design, delivery) and managing subcontractor obligations.
Hiring Client — Company or individual commissioning design services, responsible for approvals and timely payments.

Contracts often involve additional stakeholders—project managers, in-house counsel, and procurement—who should review scope, IP, and payment terms before signature.

Primary Signer Roles

Client

A corporate or individual client signs to accept the scope, authorize payments, and assume responsibilities for approvals and feedback. The signer should be an authorized representative with binding authority for the organization.

Designer

The designer or principal of the design firm signs to accept delivery obligations, IP assignments or licenses, warranty disclaimers, and confidentiality requirements; signatory must have authority to bind the design entity.

Core Clauses to Include in Every Design Services Agreement

A complete agreement organizes obligations clearly and reduces later disputes. Include explicit terms for delivery, payments, ownership, confidentiality, changes, and termination.

Scope of Work

A detailed description of services, deliverables, milestones, and acceptance criteria to prevent scope creep and basis for change orders.

Payment Terms

Specify fees, deposits, invoicing intervals, late fees, and payment method; tie payments to milestones or deliverable acceptance.

Intellectual Property

Define whether IP is assigned, licensed, or retained; include transfer mechanics, moral rights waiver if needed, and deliverable format expectations.

Change Orders

Process for requesting, pricing, and approving scope changes, including time and cost adjustments and written confirmation requirements.

Confidentiality

NDA-style protections for proprietary client information and designer trade secrets, with exceptions for public domain and required disclosures.

Termination

Grounds for termination, cure periods, payment for work-in-progress, and post-termination IP or return obligations.

Essential Fields to Collect in the Agreement

Party Names: Full legal entity names

Addresses: Street, city, state, ZIP

Effective Date: MM/DD/YYYY format

Scope Summary: Concise deliverable list

Payment Details: Amounts, schedule, method

Signatures: Name, title, date

Step-by-Step: Filling Out the Agreement

Follow this sequence to complete and execute a clean Design Services Agreement without delays.

01

Prepare Details: Assemble full legal names, addresses, and scope descriptions before editing.
02

Set Dates: Enter effective date and milestone deadlines in MM/DD/YYYY format.
03

Agree Payment: Confirm fees, payment triggers, and invoicing instructions with the other party.
04

Sign and Record: Execute signatures, note any witness or notary requirements, and retain a signed copy.

How to Configure an Online Signing Workflow

Digital workflows reduce turnaround. Configure roles, authentication, and reminders before sending the document for signature.

Field	Configuration
Signer Roles	Client \| Designer \| Reviewer
Authentication	Email link or SMS code
Reminders	Set recurring reminder cadence
Audit Trail	Enable timestamps and IP capture

Where to Send the Completed Agreement

Route executed agreements to the responsible parties and to any systems of record to preserve evidence and ensure compliance.

Client Records: Primary stored copy for invoicing and approvals
Designer Archive: Retain signed copy for warranty and IP defense
Accounting System: Upload for payment scheduling and audit
Project Management: Attach to project board or ticket for delivery tracking

Digital Signing and Platform Considerations

Ensure your eSignature platform meets legal, security, and integration needs before executing agreements electronically.

Authentication: Email, SMS, or stronger MFA
Integrations: Salesforce, NetSuite, Google Workspace
Security: AES-256 at rest, TLS 1.2/1.3

Common Mistakes to Avoid

Vague scope that omits deliverable formats or acceptance tests.
Missing signatory authority or using a contact who cannot bind the party.
Unclear payment triggers leading to delayed invoicing and disputes.
Failing to specify IP ownership or license terms for derivative works.

Potential Risks from an Incorrect Agreement

Breach Claims: Liability for missed deliverables

Payment Disputes: Withheld or delayed payments

IP Loss: Unintended rights transfer

Regulatory Risk: HIPAA fines if PHI mishandled

Tax Consequences: Incorrect classification of contractors

Enforceability: Invalid signature or lack of authority

Key Dates and Timing to Track

Identify and calendar milestone dates, payment due dates, and review periods to avoid disputes and late fees.

Effective Date:

Contract start date in MM/DD/YYYY

Milestone Deadlines:

Delivery dates tied to payments

Invoice Due Dates:

Net terms specified in the payment clause

Acceptance Period:

Time window to review deliverable

Warranty Period:

Timeframe for defect claims

Project Milestones from Agreement to Closeout

A sequential milestone overview helps teams track progress from contract execution to final acceptance and archival.

01

Contract Execution

Parties sign and the effective date is recorded.

02

Initial Deliverable

Designer submits first draft per scope for review.

03

Client Approval

Client provides acceptance or a change request within the approval window.

04

Final Delivery

Designer delivers final files and transfers agreed IP rights.

Practical Tips for Accurate Completion

Small details reduce risk. Follow these practical drafting and execution habits.

Use Clear Deliverable Lists

List file types, resolution, formats, and source files to prevent disagreements over what constitutes delivery.

Tie Payments to Acceptance

Link milestone payments to objective acceptance criteria and set explicit cure periods for remedying defects.

Document Change Orders

Require written approval and a new price or schedule for scope changes to avoid scope creep.

Verify Signatory Authority

Confirm the signing party has authority to bind the company; request a corporate resolution for larger contracts.

Exporting and Saving Executed Agreements

After execution, export a signed, auditable copy and save it to systems of record to support compliance and future audits.

PDF/A Export

Save a PDF/A copy for long-term archival with embedded audit trail and timestamps for evidentiary value.

Native File Storage

Keep original editable source files (PSD, AI, .SKETCH) where required by the agreement for future edits.

Cloud Archive

Store signed copies in your document management system (Box, Google Drive, NetSuite) with access controls.

Backup and Access

Maintain secure backups and a clear chain-of-access for legal and tax audits.

eSignature Vendor Comparison for Executing Agreements

Compare core pricing and capabilities for common eSignature vendors when executing a Design Services Agreement. signNow appears first as a reference vendor column.

	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	Yes, 7-day trial	Yes, trial available	Yes, trial available	Yes, trial available	Yes, trial available
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

How Other Organizations Use Design Services Agreements

Real-world examples show how clauses and workflows are tailored to different client needs and platforms.

Marketing Agency Example

An agency used explicit milestone-based payments to reduce disputes

50% deposit, 25% on review, 25% on final delivery
The result was fewer payment delays and clearer expectations between creative rounds and client approvals.

Healthcare Design Firm

A firm added a HIPAA addendum for patient-facing UX work

BAA execution required before any PHI transfer
This protected patient data and satisfied institutional review requirements for the client hospital system.

Who Should Review the Agreement Before Signing

Project Manager

The project manager verifies that schedules, deliverable formats, and acceptance criteria align with operational capability and timelines, and coordinates internal approvals before execution.

Legal Counsel

In-house or external counsel should review IP language, indemnity, limitation of liability, and termination language to align the contract with company risk tolerance.

Frequently Asked Questions About the Design Services Agreement

Answers to common execution, enforceability, and practical questions regarding completion and electronic signing of this contract.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws adopted by most states; ensure intent, consent, attribution, and retention are satisfied for legal validity.
Is a notary required to make the contract valid?
Typically no; most service contracts do not require notarization. Notarization may be needed only in limited situations or where the parties choose to create a self-proving record.
What happens if the signer lacks authority?
A signature by an unauthorized signer can render the agreement voidable; verify signatory authority and get corporate authorization or a power of attorney if needed.
How should intellectual property be handled?
Specify whether IP is assigned or licensed, include deliverable definitions (source files, assets), and document any retained rights or moral rights waivers to avoid later disputes.
Are consumer-facing disclosures required?
Yes, when the transaction is consumer-facing, ESIGN requires a consumer disclosure of the right to paper and a consent mechanism; follow 15 U.S.C. §7001(c) for details.
How long must I retain the signed agreement?
Retention depends on context: keep tax-relevant records for at least 3 years (IRC §6501(a)), HIPAA-related records for 6 years (45 CFR §164.530(j)), and consider 7 years for general post-termination coverage.

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