Can this be signed electronically?

Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the signature demonstrates intent, consent, attribution, and retention. Exceptions like wills or certain court filings may still require wet ink.

Do I need a notary or witnesses?

Not always. Notarization and witness requirements depend on state law and document type. Real estate deeds, some powers of attorney, and certain state statutes require notary or witnesses. For remote notarization, follow state RON rules including identity proofing and recorded audio‑video.

What if a party changes the scope?

Use the change order procedure defined in the agreement: submit written change, estimate cost and schedule impact, obtain authorized signatures, and record revised milestones. Proceeding without signed change orders can create disputes and may defer payment obligations.

The agreement should state ownership of deliverables, license grants, and rights to background and foreground IP. For work-for-hire transfers, include explicit assignment language. Ambiguous IP provisions can lead to costly litigation and loss of exploitation rights.

Are consumer disclosures required?

Yes for consumer-facing transactions. ESIGN (15 U.S.C. §7001) requires a clear disclosure of the consumer's right to paper, proof the consumer can access electronic records, and a method to withdraw consent before relying on electronic delivery.

How long keep signed agreements?

Retain executed Project Design Agreements for the active project term plus applicable federal or industry retention periods. See IRS, HIPAA, SEC rules for finance or health records; typical retention is three to seven years depending on tax and industry requirements.

Project Design Agreement

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PROJECT DESIGN AGREEMENT

Project Identification

Project Title Project ID Client Name Service Provider Name Project Manager (Client) Project Manager (Provider) Primary Notices Address (Client) Primary Notices Address (Provider)

Recitals

This Project Design Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: for the provision of design services described herein. The parties agree as follows.

Scope of Work

The Service Provider shall perform design services including, but not limited to, schematic design, design development, and preparation of deliverables listed below in accordance with the terms of this Agreement. Deliverables will be completed consistent with the Acceptance Criteria set forth below.

Detailed Scope of Work Out-of-Scope Items

Deliverables and Acceptance

The Service Provider shall deliver the items described below. Each deliverable must meet the applicable acceptance criteria. The Client shall provide written acceptance or a list of deficiencies within the acceptance period specified for each deliverable.

Deliverable 1 Description Acceptance Criteria Deliverable 2 Description Acceptance Criteria

Timeline and Milestones

Project schedule, including milestone dates and completion target.

Project Start Date:

Project End Date:

Milestone 1

Due Date:

Milestone 2

Due Date:

Budget and Payment

Compensation to the Service Provider, invoicing, and payment terms.

Total Fixed Fee Payment Schedule Late Payment Fee

Change Orders

All changes to scope, schedule, or fee shall be documented in a written change order signed by authorized representatives of both parties. The change order shall describe the change, the impact on the schedule, and the agreed adjustment to compensation.

Change Order Procedure

Confidentiality

Each party shall treat as Confidential Information all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information shall not be used except for performance under this Agreement and shall not be disclosed to third parties except to employees, agents, and subcontractors who have a need to know and are bound to confidentiality obligations at least as restrictive as those herein. Confidentiality obligations survive termination for three (3) years.

Intellectual Property

Unless otherwise agreed in writing, the Service Provider grants to the Client a non-exclusive, perpetual, worldwide license to use the final design deliverables for the purpose identified in this Agreement upon full payment. The Service Provider retains ownership of drafts, working files, and pre-existing intellectual property incorporated into the deliverables, provided the Service Provider grants necessary licenses to the Client to receive the benefit of the deliverables.

Warranties and Liability

The Service Provider warrants that services will be provided with reasonable skill and care in accordance with industry standards. Except for gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, or punitive damages. The Service Provider's aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid under this Agreement.

Termination

Either party may terminate this Agreement for material breach if the breaching party fails to cure within thirty (30) days after written notice. Upon termination, the Client shall pay for all work performed and reimbursable expenses through the date of termination and shall receive deliverables to the extent completed and paid for.

Dispute Resolution and Governing Law

The parties shall attempt to resolve disputes in good faith through escalation between senior representatives. If unresolved, disputes shall be resolved by binding arbitration administered in the state of Governing Law State: in accordance with commercially reasonable arbitration rules. This Agreement is governed by the laws of the state identified above without regard to conflict of law principles.

Notices

Notices required under this Agreement shall be in writing and delivered to the primary notices addresses listed above. Notice is effective upon receipt.

Representations

Each party represents and warrants that it has full power and authority to enter into this Agreement and that the individual signing below is authorized to bind the respective party.

Special Terms (Optional)

By signing below, the authorized representatives of the Client and the Service Provider acknowledge and agree that this Agreement sets forth the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations, or agreements, whether written or oral.

Client

Party Label:

By:

Date:

Service Provider

Party Label:

By:

Date:

What a Project Design Agreement Covers

A Project Design Agreement defines scope, deliverables, responsibilities, schedule, payment, intellectual property allocation, change control, acceptance criteria, warranties, and termination rights between a client and a design provider or contractor. It sets design milestones, review cycles, deliverable formats, and approval procedures, and it records assumptions, exclusions, and contingency allowances. Used in architecture, engineering, software, and construction engagements, the agreement reduces ambiguity about expectations and creates a contractual framework that governs execution and dispute resolution during the design phase.

Why a Clear Agreement Matters

A Project Design Agreement creates clear expectations for scope, deliverables, schedule, and payment, reducing misunderstandings and disputes. It protects intellectual property rights, defines approval and change processes, and provides a contractual basis for remedies if work fails to meet agreed standards.

Who Typically Prepares and Signs This Agreement

Typical parties who use a Project Design Agreement include clients, design firms, contractors, and subcontractors involved in delivering design services.

Client — defines expected deliverables, payment terms, acceptance criteria, and remedies for non-performance.
Design firm — specifies milestones, deliverable formats, review cycles, and intellectual property ownership.
Contractor/Subcontractor — aligns responsibilities, interfaces with design team, and clarifies change order procedures.

The agreement also benefits project managers, procurement teams, and legal counsel by documenting responsibilities and approval workflows.

Step-by-Step: Completing the Agreement

Follow these steps to complete a Project Design Agreement accurately and reduce rework or disputes.

01

Prepare: Gather project scope, drawings, schedules, budget, and primary contacts before drafting.
02

Draft: Describe deliverables, milestones, payment schedule, IP, change control, and termination rights.
03

Review: Circulate to stakeholders for comments and resolve technical or commercial questions.
04

Sign: Obtain authorized signatures, dates, and attachments; retain executed copies for records.

Essential Clauses to Include

Core sections to include in a professional Project Design Agreement to set expectations and legal protections for both parties throughout the design phase.

Parties

Identify each contracting party with full legal names, business entity types, addresses, contact information, and authorized signatories. Include any parent or subsidiary alignment if responsibility flows across legal entities.

Scope

Define deliverables, technical specifications, design standards, excluded work, acceptance criteria, deliverable format, and milestones. Attach technical exhibits, drawings, or specifications as enforceable appendices and performance thresholds.

Schedule

Set milestone dates, review windows, client response times, and final delivery deadlines. Include remedies or liquidated damages for missed critical milestones where applicable and acceleration clauses.

Payment

Specify total contract value, milestone or percentage payments, invoice submission requirements, retainage if any, payment terms, and acceptable payment methods including wire or ACH and taxes.

IP & Licensing

Address ownership of designs, source files, and deliverables; grant or reserve licenses; include assignment language for work-for-hire where intended; define permitted reuse and attribution and sublicensing rights.

Change Control

Establish written change order procedures, pricing methodologies for variations, approval authorities, and time extension rules. Clarify emergency changes and authorization thresholds, and documentation required for cost impact and schedule adjustment.

Security and Compliance Considerations

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest.

Certifications: SOC 2 Type II, ISO 27001, PCI DSS.

Privacy Laws: CCPA, GDPR compliance and EU-U.S. Data Framework.

Healthcare: HIPAA compliant with BAA available.

Audit Trail: Complete timestamps, IP, and action history.

Access Controls: SSO, 2FA, role-based permissions.

Key Risks and Potential Penalties

Tax Penalties: Late 1099 penalties from $60 per form.

I-9 Violations: Civil fines $281–$2,789 per violation.

Notarization Failure: May render deeds or POAs invalid.

Scope Creep: Uncontrolled changes increase costs and delays.

IP Disputes: Ambiguous assignments risk losing rights.

Payment Withholding: Failure to meet acceptance may delay payments.

Common Preparation Mistakes to Avoid

Leaving scope descriptions vague or open-ended leads to frequent change orders, contested deliverables, and disputes over whether work satisfies acceptance criteria.
Failing to link payments to objective acceptance events allows subjective withholding and increases cashflow risk for the design firm.
Not documenting the review cycle and client response times generates missed deadlines and shifts responsibility for delays.
Omitting explicit IP assignment or license terms can cause later disputes over reuse, resale, or derivative works.

Typical eSubmission and Approval Flow

Typical routing and approval flow when sending a Project Design Agreement for signature in modern e-signature systems.

Upload: Upload the agreement file in PDF or DOCX format.
Assign: Place signer fields and set signing order or parallel routing.
Authenticate: Choose authentication: email link, SMS code, or KBA for high-risk transactions.
Complete: Signed copies and audit trail are delivered and stored for retention.

Digital Workflow Configuration Checklist

Common online configuration settings when preparing a Project Design Agreement workflow for e-signature and approval routing.

Field	Configuration
Signer Access	Email link or account; allow guest signing to reduce friction.
Auth Method	Email link, SMS code, or knowledge-based authentication for identity.
Field Types	Signature, initials, date, text, checkbox, conditional and calculated fields.
Notifications	Email notifications to signers and reminders; final PDF delivered to parties.

Sharing Options and Integration Considerations

Common technical and integration considerations for sharing and e-submitting Project Design Agreements across systems.

File Formats: PDF, DOCX, or HTML accepted.
Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace.
Storage: Cloud storage with audit log and retention controls.

Timing Expectations and Typical Deadlines

Key deadlines and timing expectations for preparing, signing, and executing a Project Design Agreement in construction and professional services engagements.

Proposal to Draft:

Allow 3–10 business days for drafting and internal review.

Stakeholder Review:

Client and design team typically need 5–15 business days for comments.

Change Order Response:

Set client response times, commonly 5–10 business days.

Execution Window:

Sign within 30 days of final draft to avoid rate or scope changes.

Record Retention:

Store executed agreement immediately and retain per retention policy.

eSignature Vendor Comparison for Project Design Agreements

High-level vendor comparison for eSignature options commonly used to sign and manage Project Design Agreements.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	Yes, 7-day free trial	Varies	Varies	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Illustrative Use Cases

Real-world examples show how firms use Project Design Agreements to accelerate approvals, record scope, and secure payment.

Martin Properties

Tim Martin used online agreements to process design and leasing documents with full compliance and security.

Signatures completed remotely and quickly.
By digitizing signature workflows, Martin Properties reduced turnaround time, minimized in-person meetings, and kept an auditable record of approvals, which simplified audits and improved coordination between architects, contractors, and property managers.

Optica Ventures

Optica Ventures used a standardized Project Design Agreement to streamline client approvals and maintain consistent formatting across multiple projects.

Customers found the interface easy to use.
Standardization reduced administrative overhead, decreased review cycles, and ensured clients received complete deliverables in expected formats; the firm tracked version history and acceptance to avoid scope disputes and support future maintenance.

Frequently Asked Questions

Answers to frequent questions about completing, signing, and enforcing a Project Design Agreement in U.S. practice.

Need help? Contact support

Can this be signed electronically?
Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the signature demonstrates intent, consent, attribution, and retention. Exceptions like wills or certain court filings may still require wet ink.
Do I need a notary or witnesses?
Not always. Notarization and witness requirements depend on state law and document type. Real estate deeds, some powers of attorney, and certain state statutes require notary or witnesses. For remote notarization, follow state RON rules including identity proofing and recorded audio‑video.
What if a party changes the scope?
Use the change order procedure defined in the agreement: submit written change, estimate cost and schedule impact, obtain authorized signatures, and record revised milestones. Proceeding without signed change orders can create disputes and may defer payment obligations.
How is IP handled?
The agreement should state ownership of deliverables, license grants, and rights to background and foreground IP. For work-for-hire transfers, include explicit assignment language. Ambiguous IP provisions can lead to costly litigation and loss of exploitation rights.
Are consumer disclosures required?
Yes for consumer-facing transactions. ESIGN (15 U.S.C. §7001) requires a clear disclosure of the consumer's right to paper, proof the consumer can access electronic records, and a method to withdraw consent before relying on electronic delivery.
How long keep signed agreements?
Retain executed Project Design Agreements for the active project term plus applicable federal or industry retention periods. See IRS, HIPAA, SEC rules for finance or health records; typical retention is three to seven years depending on tax and industry requirements.

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