Design Studio Agreement

DESIGN STUDIO AGREEMENT

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

RECITALS

WHEREAS, Client desires to retain Studio to provide professional design services described herein for the project identified as Project Name: ; and

WHEREAS, Studio represents that it has the expertise, personnel, and resources necessary to perform the required design services and is willing to provide such services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the mutual rights and obligations of each party with respect to the design services and deliverables.

SCOPE OF WORK

Studio shall perform professional design services and provide deliverables as described below. The parties may attach or reference additional task orders or statements of work that further specify deliverables, milestones, and acceptance criteria. Studio will provide services in a commercially reasonable manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Studio for services and deliverables according to the following schedule. All fees are due in U.S. dollars unless otherwise agreed in writing. Unless otherwise specified, Client shall reimburse Studio for pre-approved expenses.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated as provided herein, will continue until .

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the above notice period after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence all confidential or proprietary information disclosed by the other party (Disclosing Party) that is marked confidential or that a reasonable person would understand to be confidential under the circumstances (Confidential Information). Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement, and shall not disclose Confidential Information to any third party except to employees, contractors, or advisors having a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information which: (a) is or becomes publicly known other than through a breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) was already in the Receiving Party's possession without restriction prior to disclosure; or (d) is independently developed without use of the Disclosing Party's Confidential Information. The obligations of confidentiality continue for a period of three (3) years from disclosure, except that trade secrets shall be protected to the fullest extent permitted by law.

INTELLECTUAL PROPERTY

Subject to full payment of all amounts due, Studio assigns to Client all right, title, and interest in and to final deliverables created specifically for Client under this Agreement. Studio retains ownership of Studio's pre-existing materials, tools, know-how, templates, and methodologies used in connection with providing the services, and grants Client a non-exclusive license to any such pre-existing materials incorporated into deliverables solely as necessary for Client's use of the deliverables. Any third-party components or open-source code used will be subject to their respective licenses.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising hereunder.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. Client shall indemnify and hold harmless Studio from and against third-party claims arising from Client-supplied materials, Client's use of deliverables in a manner not authorized by Studio, or Client's breach of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any incorporated statements of work or exhibits 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, proposals, negotiations, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall endeavor to replace the invalid or unenforceable provision with a valid provision that most closely effects the parties' intent.

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