Design Work Services Agreement

Design Work Services Agreement

This Design Work Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at , and Designer Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to retain Designer to perform certain design services, including but not limited to graphic design, branding, user interface mockups, and related creative deliverables described herein; and

WHEREAS, Designer represents that Designer has the professional skill, expertise, personnel and equipment necessary to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Designer will provide services and Client will pay for those services.

NOW, THEREFORE

In consideration of the mutual covenants herein, the parties agree as follows:

1. SERVICES

1.1 Scope. Designer shall provide the design services and deliverables described in the Project Description:

1.2 Deliverables and Acceptance. Designer will deliver the initial Deliverables by Scheduled Delivery Date: . Client shall review each deliverable and provide written acceptance or reasonably specific written rejection and requested revisions within Acceptance Period of days of receipt. If Client does not provide notice within the Acceptance Period, the deliverable will be deemed accepted.

2. FEES AND PAYMENT

2.1 Fees. Client shall pay Designer fees in the total amount of for the services described herein, subject to adjustments for approved change orders.

2.2 Payment Schedule. The fee shall be payable as follows: Deposit of due upon execution, progress payment(s) of due on or before , and final payment of the remainder due upon acceptance.

2.3 Expenses. Client will reimburse Designer for pre-approved out-of-pocket expenses incurred in connection with the Services. Reimbursable expenses require prior written approval and submission of receipts.

2.4 Late Payment. Amounts not paid within days of invoice shall accrue interest at the rate of or the maximum permitted by law, whichever is lower.

3. CHANGE ORDERS

Any change to the scope, schedule, or fee shall be documented in a written change order signed by both parties. Designer shall not be obligated to perform services outside the scope until a signed change order is executed. Change orders shall set forth any adjustments to fees and delivery dates.

4. INTELLECTUAL PROPERTY

4.1 Ownership of Deliverables. Subject to full and final payment of all amounts due under this Agreement, Designer assigns to Client all right, title and interest in and to the final deliverables specifically created for Client under this Agreement. Designer reserves ownership of Designer's pre-existing materials, tools, templates, and general know-how, which are licensed to Client on a non-exclusive, non-transferable, royalty-free basis to the extent incorporated in the deliverables.

4.2 Moral Rights. To the extent permitted by law, Designer hereby irrevocably waives and agrees not to assert any moral rights with respect to the deliverables. Designer will execute such further documents and take such actions as reasonably requested to effectuate the foregoing assignment.

5. CONFIDENTIALITY

Each party shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party. Confidential Information means non-public information disclosed in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential. The obligations do not apply to information that is publicly known, rightfully received from a third party, independently developed, or required to be disclosed by law (subject to notice to the disclosing party where practicable).

6. WARRANTIES; DISCLAIMER

Designer warrants that (a) the services will be performed in a professional and workmanlike manner consistent with industry standards, and (b) the deliverables will conform in all material respects to the specifications set forth in this Agreement. Except as expressly set forth in this Section, Designer disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

7. INDEMNIFICATION

7.1 By Designer. Designer shall indemnify and hold harmless Client from and against third-party claims alleging that the deliverables infringe a third party's copyright or other proprietary right, provided Client promptly notifies Designer in writing of the claim and allows Designer sole control of the defense and any settlement.

7.2 By Client. Client shall indemnify and hold harmless Designer from and against liabilities arising from Client materials, instructions, or content provided to Designer, including claims of infringement, libel, or privacy violation arising from Client-supplied materials.

8. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of Sections 4 (Intellectual Property) or 7 (Indemnification), neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Designer under this Agreement.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated as provided herein.

9.2 Termination for Cause. 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 written notice.

9.3 Effect of Termination. Upon termination, Client shall pay Designer for all services performed and reimbursable expenses incurred through the effective date of termination. Sections relating to payment, intellectual property, confidentiality, indemnification, limitation of liability, governing law and survival shall survive termination.

10. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested). Notice is effective upon receipt.

11. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement through negotiation. If unresolved within days, the dispute shall be submitted to binding arbitration administered in the County of under rules selected by the parties, and judgment on the award may be entered in any court of competent jurisdiction.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 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 law principles.

12.2 Entire Agreement. This Agreement, including all exhibits and change orders, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. AMENDMENT; WAIVER; COUNTERPARTS

No amendment to this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

ADDITIONAL PROVISIONS

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