Design Work Guidelines Document

Design Work Guidelines Document

This Design Work Guidelines Document (the "Agreement") is entered into between:

Client Name:

Client Address:

Designer Name:

Designer Address:

WHEREAS

WHEREAS, the Client desires to obtain certain design services related to the project described below; and

WHEREAS, the Designer represents that they have the professional skills, experience, and resources necessary to perform the design services in accordance with the terms set forth in this Agreement.

WHEREAS, the parties wish to set forth mutually agreed guidelines, deliverables, payment terms, and confidentiality obligations governing the design engagement.

SCOPE OF WORK

Primary Deliverables (select applicable): Branding / Identity Website UI/UX Print Collateral Other (specify below)

PAYMENT TERMS

Total Fee: (USD)

Invoicing Frequency:

Payment Due Within: days of invoice receipt.

Late Fee: Interest shall accrue on overdue amounts at or the maximum rate permitted by law, whichever is lower. The Designer may suspend work for invoices overdue by more than days after notice.

TERM AND TERMINATION

Effective Start Date: .

Estimated Completion Date: . Time is an estimate; dates may be adjusted by written amendment.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Upon termination, Client will pay Designer for all work performed and approved expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receiving written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that in connection with the Services it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (i) public without breach; (ii) rightfully received from a third party without restriction; or (iii) independently developed without use of Confidential Information.

The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information other than to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors on a need-to-know basis who are bound to confidentiality obligations at least as restrictive as those herein.

Duration of Confidentiality Obligation: from the date of disclosure, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND LICENSES

Ownership: Unless otherwise agreed in writing, Designer retains ownership of all original design concepts, drafts, source files, and underlying code created during the engagement. Upon final payment in full, Designer grants Client a non-exclusive, worldwide, perpetual license to use the final deliverables for the purposes described in the Scope of Work. Designer retains the right to display the work in Designer's portfolio and promotional materials.

Third-Party Materials: Any third-party assets (fonts, stock imagery, plugins) are subject to their respective licenses. Client is responsible for additional licensing fees when required; Designer shall notify Client prior to procurement where feasible.

WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNITY

Designer warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY STATED HEREIN, THE SERVICES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: Except for liability resulting from willful misconduct or gross negligence, in no event will either party's cumulative liability relating to this Agreement exceed the amounts actually paid by Client to Designer under this Agreement in the twelve (12) months preceding the claim.

Indemnity: Each party shall indemnify and hold harmless the other party from and against claims arising from its breach of this Agreement, negligence, or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state.

ENTIRE AGREEMENT

This Agreement, including any attachments 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, and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

NOTICES

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Notice is effective upon receipt.

MISCELLANEOUS

Relationship of Parties: Designer is an independent contractor. Nothing in this Agreement creates an employment, joint venture, or partnership relationship between the parties.

Severability: If any provision is held unenforceable, the remainder of this Agreement shall remain in full force and effect.

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