Professional Design Services Agreement

PROFESSIONAL DESIGN SERVICES AGREEMENT

This Professional Design Services Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Designer Name: with principal place of business at and Client Name: with principal place of business at . Designer and Client each a "Party" and collectively the "Parties".

RECITALS

WHEREAS, Designer is engaged in the business of providing design and creative services, including but not limited to visual design, branding, user interface, and related deliverables; and

WHEREAS, Client desires to retain Designer to perform certain design services described herein and Designer is willing to perform such services on the terms and subject to the conditions of this Agreement; and

WHEREAS, the Parties intend that such services, deliverables, payment, intellectual property ownership, confidentiality and allocation of risk be governed by this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. SERVICES

1.1 Scope. Designer shall provide the services and produce the deliverables described in the Scope of Services attached to or set forth in this Agreement. The Scope of Services shall include specific tasks, milestones and acceptance criteria.

2. COMPENSATION AND PAYMENT

2.1 Fees. Client shall pay Designer fees as set forth below and in any attached fee schedule. All fees are exclusive of taxes which shall be paid by Client.

2.2 Expenses. Client shall reimburse Designer for reasonable pre-approved out-of-pocket expenses incurred in connection with performance, including third-party production costs. Reimbursement requires submission of receipts.

3. CHANGES; CHANGE ORDERS

3.1 Any change in the scope of services, deliverables, schedule or fees shall be made only by written change order signed by both Parties. Designer shall not be obligated to commence work on any requested change until the Parties have agreed in writing on any adjustments to fees and schedule.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on Effective Date and continue until completion of the Services or earlier termination as provided herein.

4.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party provided at least days' prior notice. Client shall pay Designer for all Services performed and expenses incurred through the effective date of termination.

5. DELIVERABLES AND ACCEPTANCE

5.1 Deliverables. Designer will deliver the deliverables described in the Scope of Services. Deliverables are mutually agreed upon formats and specifications.

5.2 If Client does not provide written notice of rejection within the Acceptance Period specifying material deficiencies, the Deliverable will be deemed accepted. Designer shall correct any material deficiencies discovered within the Acceptance Period at Designer's expense.

6. INTELLECTUAL PROPERTY

6.1 Ownership of Deliverables. Subject to full payment of all fees due and payable hereunder, Designer assigns to Client all right, title and interest in the final Deliverables created pursuant to this Agreement and delivered to Client, excluding Designer's pre-existing materials and third-party materials.

6.2 Pre-existing and Third-Party Materials. Designer retains ownership of pre-existing materials, tools, concepts and know-how used or developed in connection with the Services. Designer grants Client a perpetual, non-exclusive license to use Designer's pre-existing materials to the extent incorporated in the Deliverables. Client shall secure any necessary rights for third-party materials and reimburse Designer for licenses if required.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other relating to business, products, services, financial information, trade secrets or other proprietary information.

7.2 Obligations. Each Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors and advisors who need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least reasonable care to protect Confidential Information.

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

8.1 Designer represents and warrants that Designer will perform Services in a professional and workmanlike manner consistent with industry standards. Designer does not warrant that Deliverables will be error-free or that Client's use of Deliverables will achieve Client's intended results.

8.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Designer shall indemnify, defend and hold harmless Client from and against any third-party claim arising out of a claim that the Deliverables, as delivered and used by Client hereunder, infringe any United States patent, copyright or other proprietary right, provided that Client gives Designer prompt written notice, cooperates in the defense and permits Designer to control the defense and settlement of such claim. Designer's obligations do not extend to infringements arising from Client modifications, Client-provided materials, or combinations with third-party products.

9.2 Client shall indemnify, defend and hold harmless Designer from and against claims arising from Client-provided content, materials or Client's use of the Deliverables.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO DESIGNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF PROFITS, LOSS OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. INDEPENDENT CONTRACTOR

Designer is an independent contractor. Nothing in this Agreement creates an employment, partnership, agency or joint venture relationship between the Parties. Designer is solely responsible for payment of all taxes and withholdings relating to compensation under this Agreement.

12. INSURANCE

Designer shall maintain commercial general liability insurance and professional liability/errors & omissions insurance in commercially reasonable amounts. Upon request, Designer will provide certificates of insurance evidencing coverage.

13. NOTICES

All notices, consents and other communications 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, or by email with confirmation of receipt where provided.

14. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Parties. No failure or delay by a Party to exercise 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, including any attachments, exhibits and Schedules, 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.

17. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

18. COUNTERPARTS; ELECTRONIC EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

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