Legal Design Sign Off Agreement

LEGAL DESIGN SIGN OFF AGREEMENT

This Legal Design Sign Off Agreement ("Agreement") is entered into as of by and between Client Name: , and Designer Name: . Each of the foregoing may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client has engaged Designer to perform legal design, documentation layout, and related deliverables as more fully described in this Agreement; and

WHEREAS, Designer has provided or will provide the design services and deliverables subject to Client approval and sign-off procedures; and

WHEREAS, the Parties desire to set forth the terms on which Client will review, approve, and accept or reject deliverables and on which ownership, payment, and responsibilities will transfer.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables" means the final design files, templates, source files, and documentation specified in Section 4 and any schedules.
1.2 "Acceptance" means the written confirmation by Client that Deliverables meet the Acceptance Criteria described in Section 3.
1.3 "Change Order" means any written modification to scope, schedule, or fees executed by both Parties in accordance with Section 5.

2. SCOPE OF WORK

Designer shall perform legal design services including but not limited to template design, document layout, typographic treatment, and asset preparation described in the Deliverables section. Designer shall perform services in a professional and workmanlike manner consistent with industry standards.

3. ACCEPTANCE AND SIGN-OFF

3.1 Acceptance Criteria: Deliverables will be deemed acceptable if they conform to the specifications set forth in the Deliverables description and meet the functional, visual, and technical criteria agreed between the Parties. Client shall perform an initial review within calendar days of receipt of Deliverables (the "Review Period").

3.2 Final Sign-Off: Client's written sign-off shall constitute Acceptance and final approval of Deliverables. Client acknowledges that final sign-off constitutes acceptance of design work and, subject to Section 7, transfer of rights as set forth herein. Client acknowledges that sign-off on a Deliverable is conclusive as to the state of the Deliverable at the time of sign-off unless a material defect subsequently appears that was not discoverable upon reasonable inspection.

Client confirms that final sign-off will be provided in writing and constitutes acceptance under this Agreement.

4. DELIVERY, HANDOFF, AND FORMAT

Designer shall deliver final Deliverables in the agreed formats and provide reasonable assistance to ensure proper handoff. Delivery shall be accompanied by a list of files and any instructions reasonably necessary to use the Deliverables.

5. CHANGE ORDERS

Any material change to scope, timeline, or fees shall be documented in a written Change Order signed by both Parties. Change Orders shall set forth the revised scope, deliverables, schedule, and any additional fees or credits.

6. FEES AND PAYMENT

Client shall pay Designer the fees set forth below in consideration for the services and Deliverables. All fees are due in accordance with the payment schedule unless otherwise agreed in a signed Change Order.

7. INTELLECTUAL PROPERTY; LICENSE

7.1 Ownership: Subject to Client's full payment of all amounts due under this Agreement, Designer assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under this Agreement, excluding: (a) Designer's pre-existing tools, templates, methodologies, trade secrets, and libraries; and (b) third-party materials governed by license. Designer retains title to all pre-existing proprietary materials and general know-how embodied in the Deliverables, provided Designer grants to Client a perpetual, worldwide, royalty-free license to the extent necessary to use the Deliverables as intended.

7.2 Moral Rights: Designer hereby waives and agrees not to assert any moral rights that it may have in the Deliverables to the extent permitted by law.

8. CONFIDENTIALITY

Each Party shall maintain in confidence all non-public information disclosed by the other Party that is marked or reasonably understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available without breach, is independently developed, or is rightfully obtained from a third party. Each Party shall use Confidential Information solely to perform its obligations under this Agreement.

9. WARRANTIES AND REPRESENTATIONS

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Designer warrants that Deliverables will not knowingly infringe third-party intellectual property rights. EXCEPT FOR THE FOREGOING, DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. INDEMNIFICATION

Designer shall indemnify and hold harmless Client from and against any third-party claims arising from Designer's breach of its representations in Section 9 or Designer's negligent acts or willful misconduct in performing the services. Client shall indemnify Designer for Client's misuse of the Deliverables or Client's breach of this Agreement.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO DESIGNER UNDER THIS AGREEMENT.

12. TERM AND TERMINATION

This Agreement commences on the Effective Date and will continue until the Parties have fulfilled their obligations unless earlier terminated. Either Party may terminate for material breach if the breach remains uncured thirty (30) days after written notice. Upon termination, Client shall pay Designer for all services performed and Deliverables delivered through the termination date.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or electronic transmission where receipt is acknowledged.

14. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right shall operate as a waiver of that right.

15. 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.

16. ENTIRE AGREEMENT

This Agreement, together with all schedules and executed Change Orders, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, proposals, agreements, and understandings.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic and legal intent.

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be binding as originals.

19. MISCELLANEOUS

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