Design Work Authorization Document

Design Work Authorization Document

Parties

Recitals

WHEREAS, Client desires to engage Designer to perform certain design services for the project identified as (the "Project") on the terms set forth in this Authorization; and

WHEREAS, Designer represents that Designer possesses the professional skills, qualifications and experience to perform the design services described herein and agrees to perform such services in accordance with the terms of this Authorization.

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

Scope of Work

Schedule & Milestones

Project Start Date:    Projected Completion Date:

Due Date:

Due Date:

Payment Terms

Total Authorized Amount: $

Late Payment: If Client fails to pay any undisputed amount when due, interest shall accrue at on the unpaid balance, or the maximum rate permitted by law, whichever is lower.

Reimbursable expenses shall be pre-approved in writing by Client. Pre-approved expenses: Check if applicable

Change Orders

Any material change to the Scope of Work, including additional services or modifications to deliverables, must be documented in a written change order signed by both parties. Change orders shall set forth the scope change, adjusted schedule and any adjustments to compensation.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is (i) publicly known through no breach by the receiving party, (ii) lawfully received from a third party without restriction, or (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The parties agree to use Confidential Information solely for the purposes of performing obligations under this Authorization and to limit disclosure to employees, contractors or agents who have a bona fide need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations of confidentiality shall survive termination of this Authorization for years.

Ownership of Work Product

Subject to Client's payment in full of all amounts due under this Authorization, Designer assigns to Client all right, title and interest in and to the final deliverables specifically created for the Project (the "Work Product"). Designer retains the right to use general skills, know-how and experience and non-confidential work product for other clients, and Designer retains ownership of any pre-existing tools, templates, concepts or software incorporated into the Work Product, provided that Designer grants Client a perpetual, non-exclusive, royalty-free license to use such pre-existing materials as embedded in the Work Product.

Term and Termination

Term: This Authorization commences on the Effective Date and continues until the earlier of completion of the Services or the End Date.

Effective Date:    End Date:

Either party may terminate this Authorization for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure the breach within 15 days after written notice. Upon termination, Client shall pay Designer for all services performed and reimbursable expenses incurred through the effective date of termination and for any non-cancellable commitments made by Designer in good faith.

Representations, Warranties & Indemnity

Designer represents and warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AUTHORIZATION, DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Designer will indemnify and hold Client harmless from third-party claims to the extent arising from Designer's breach of the foregoing warranty or from Designer's gross negligence or willful misconduct.

Governing Law & Entire Agreement

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

Entire Agreement: This Authorization, together with any incorporated exhibits or change orders signed 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 and communications, whether written or oral. No amendment or waiver shall be binding unless in writing and signed by both parties.

Acceptance / Authorization

By signing below, Client authorizes Designer to commence work in accordance with the Scope of Work and acknowledges the Payment Terms, confidentiality obligations, and other terms set forth in this Authorization. Designer accepts the engagement and agrees to perform the Services as described.

Sign Now