Project Design Proposal

Project Design Proposal

Recitals

WHEREAS, Client Name: desires to engage Designer Name: to provide professional design services for the project identified above; and

WHEREAS, Designer represents that it has the skill, experience, personnel, and resources necessary to perform the services described in this Proposal and will perform such services in a professional manner consistent with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Scope of Work

Deliverables and Milestones

Designer shall deliver the following items and adhere to the milestone schedule set forth below. Each milestone is subject to Client acceptance in accordance with the Acceptance Criteria section.

Payment Terms

Client shall pay Designer the total compensation set forth below in the manner and on the schedule described. All payments are due in United States dollars.

In the event of overdue payment, Designer may suspend performance until payment is made. Client shall also be responsible for reasonable collection costs and interest as set forth above.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate for convenience by providing the notice period above. Termination for cause shall be permitted for material breach, insolvency, or failure to cure within a reasonable cure period; obligations accrued prior to termination shall survive.

Confidentiality

"Confidential Information" means non-public business, technical, or financial information disclosed by one party to the other, whether disclosed orally or in writing. Receiving party shall maintain Confidential Information in strict confidence, shall use it only for performance of this Agreement, and shall not disclose it except to employees or subcontractors with a need to know and who are bound to confidentiality no less protective than this clause. Exceptions include information that is or becomes generally known without breach, is rightfully received from a third party, or must be disclosed by law, provided receiving party gives prompt notice and assists in seeking protective relief.

Intellectual Property

Unless otherwise agreed in writing, Designer grants Client a non-exclusive, non-transferable license to use final deliverables for the Project. Designer retains ownership of Designer's pre-existing tools, methodologies, templates, and general know-how. To the extent of any assignment required by Client for final deliverables, Designer agrees to execute documents evidencing assignment upon receipt of final payment.

Change Orders

Any change to the Scope of Work shall be made only by written Change Order signed by authorized representatives of both parties describing the change, price adjustment, and schedule impact. Designer shall not be obligated to perform changed work until the Change Order is executed.

Warranties; Limitation of Liability; Indemnification

Designer warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of 30 days following acceptance. EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED "AS IS" AND DESIGNER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID TO DESIGNER UNDER THIS AGREEMENT. Each party shall indemnify the other from third-party claims arising from its negligence or willful misconduct.

Acceptance Criteria

Governing Law and Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of Governing State: , without regard to conflict of laws principles. This Agreement, together with any executed Change Orders, 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 oral or written.

Notices

Notices required under this Agreement shall be in writing and delivered to the addresses set forth below or as otherwise designated in writing by either party.

Execution

The parties acknowledge that each has read and understands this Proposal, and that the persons signing below are authorized to bind their respective parties to the terms set forth herein.

Sign Now