Design Services Designer Color Consultation

Design Services Agreement — Designer Color Consultation

Parties

This Agreement is made between Designer: , doing business as , and Client: .

Recitals

WHEREAS, Designer is a professional design consultant offering color selection, palette development, and related advisory services; and

WHEREAS, Client desires to engage Designer to provide a Designer Color Consultation for the Project described below subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Project & Scope of Work

Consultation Date(s): . Consultation Location: .

Payment Terms

Total Fee (Consultation & Deliverables): . Deposit required to schedule: (deposit is non-refundable except as otherwise provided herein).

Late Payment: Unpaid amounts shall incur interest of per month (or the maximum permitted by law) plus reasonable collection costs. Payment method: .

Reimbursable Expenses (if any): . Designer will seek Client approval before incurring expenses exceeding the estimate.

Term and Termination

Term Start Date: . Expected Completion Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Client may terminate for convenience upon days written notice; in such event Client remains responsible for fees for services performed and reimbursable expenses incurred through the effective termination date, plus reasonable wind-down costs.

If Designer terminates for Client nonpayment or material breach, Designer may retain the deposit and seek payment for services performed to date.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed in connection with this Agreement that is designated confidential or should reasonably be understood to be confidential given its nature (Confidential Information). Confidential Information does not include information that is publicly known, rightfully received from a third party without obligation of confidentiality, or independently developed. The receiving party shall not use Confidential Information except for performance under this Agreement and shall protect it with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

The obligations in this section shall survive termination for a period of two (2) years from the date of disclosure, or longer as required by law with respect to trade secrets.

Intellectual Property & Deliverables

Upon full payment, Designer grants Client a non-exclusive, non-transferable license to use the final color board(s), palette specifications, and written recommendations for the Project as specified in the Scope of Work. Designer retains ownership of preliminary designs, concepts, and any materials not expressly delivered as final deliverables. Any reuse of deliverables on projects other than the identified Project requires written agreement and may require additional fees.

Cancellation & Rescheduling

Cancellations made less than days prior to a scheduled in-person consultation are subject to a cancellation fee equal to the deposit or a portion thereof. Rescheduling with at least days notice will not incur a fee unless additional travel or administrative costs are required.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If not resolved, disputes shall be resolved by binding arbitration if the parties mutually agree in writing, otherwise by the courts of competent jurisdiction in the governing state.

Representations; Entire Agreement

Each party represents that it has the authority to enter into this Agreement and that performance will not violate any other agreement. This Agreement, together with any attachments or written change orders signed by both parties, constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements relating to the subject matter hereof. Any modification must be in writing and signed by both parties.

Indemnity & Limitation of Liability

Each party shall indemnify and hold the other harmless from claims arising from its own negligence or willful misconduct. Designer’s liability for any claim related to this Agreement shall not exceed the total fees paid by Client to Designer under this Agreement, except for liabilities arising from gross negligence or willful misconduct.

Acceptance

By signing below, each party acknowledges that they have read, understand, and agree to be bound by the terms of this Agreement and that they have the authority to enter into this Agreement on behalf of the party they represent.

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