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Project Management Design Partner Agreement

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PROJECT MANAGEMENT DESIGN PARTNER AGREEMENT

This Project Management Design Partner Agreement (Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires project management and design partnership services for the project identified below; and WHEREAS, Service Provider has represented that it has the expertise, personnel, and resources to perform the services set forth in this Agreement; now, therefore, in consideration of the mutual covenants below, the parties agree as follows.

Project Identification

Scope of Work

Service Provider shall provide project management, design partnership, coordination, and related services described below. The Work shall conform to the specifications, schedule, and acceptance criteria set forth in this Agreement.

Deliverables and Acceptance

Service Provider shall deliver the items listed below. Each deliverable will be subject to acceptance testing by Client as described in the Acceptance Criteria field.

Due Date:   Estimated Cost:

Due Date:   Estimated Cost:

Due Date:   Estimated Cost:

Timeline & Milestones

Project Start Date:   Project End Date:

Milestone 1 Due:

Milestone 2 Due:

Milestone 3 Due:

Budget & Payment

Late Payment Interest:

Reimbursable expenses payable by Client as agreed in writing     Prior approval required for expenses above

Change Order Process

No changes to the Scope of Work or Deliverables shall be effective without a written change order signed by authorized representatives of both parties. Change orders shall state the work to be performed, schedule impact, and changes to compensation.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other. Confidential Information shall be used solely to perform under this Agreement and shall not be disclosed except as authorized or required by law. The confidentiality obligations shall survive termination for the period specified below.

Confidentiality Period (years):    Client and Service Provider each acknowledge and accept the confidentiality obligations set forth above.

Intellectual Property

Unless otherwise agreed in writing, all deliverables, designs, documentation, and work product created under this Agreement (Work Product) will be assigned to Client upon full payment. Service Provider may retain pre-existing materials but grants Client a perpetual, royalty-free license to any necessary pre-existing tools incorporated into the Work Product.

Service Provider agrees to assign all rights in Work Product to Client upon payment.

Liability, Indemnity & Insurance

Each party agrees to indemnify the other for claims arising from its breach, negligence, or willful misconduct. Except for indemnification obligations and breaches of confidentiality, liability of either party shall be limited to direct damages not to exceed the Total Project Fee, unless otherwise agreed in writing.

Liability Cap:    Service Provider shall maintain liability insurance customary for the services provided.

Termination

Either party may terminate this Agreement for material breach if such breach is not cured within the notice period below. Termination for convenience by Client is permitted upon payment for work performed to date and reasonable wind-down costs.

Cure / Notice Period (days):

Force Majeure

Neither party will be liable for delays or failures caused by events beyond reasonable control, including acts of God, governmental action, labor disputes, or failures of suppliers. Affected party shall notify the other promptly and use reasonable efforts to mitigate delay.

Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the jurisdiction specified below without regard to conflict-of-law principles. Parties will attempt in good faith to resolve disputes by negotiation and mediation prior to commencing litigation.

Notices

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior agreements. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remainder shall remain in effect.

Client — Printed Name:

By (Signature):

Date:

Service Provider — Printed Name:

By (Signature):

Date:

Enter text✕

What the Project Management Design Partner Agreement Is

The Project Management Design Partner Agreement is a contractual template that defines the working relationship between a client and a design partner responsible for project management, design deliverables, timelines, and payment terms. It records scope, responsibilities, intellectual property ownership, confidentiality obligations, acceptance criteria, change-order procedures, and dispute-resolution mechanisms. This agreement establishes operational milestones, performance metrics, and legal recourse while allowing for attachments such as schedules, technical specifications, or statements of work that together form the complete project record.

Why organizations use this agreement

A clear written agreement reduces ambiguity about deliverables, timelines, and payment terms, protecting both parties and supporting project governance. It provides a documented basis for milestone acceptance, change orders, and vendor performance measurement, which simplifies oversight and reduces downstream disputes.

Why organizations use this agreement

Typical users and stakeholders

Common signers include project sponsors, design partners, procurement officers, and legal representatives; each has distinct obligations spelled out in the agreement.

  • Project Sponsors and Clients — Decision-makers who approve scope, budgets, and final acceptance; often provide sign-off authority for milestone releases.
  • Design Partners and PMs — Responsible for delivering design work, managing subcontractors, and meeting quality and timeline obligations under the contract.
  • Procurement and Legal Teams — Review commercial terms, risk allocation, insurance, and IP clauses to ensure compliance with internal policies.

Who has authority to sign

Client Authorized Signer

An officer, director, or other person expressly authorized in writing by corporate resolution or procurement policy; they accept commercial terms, budgets, and final deliverables and can bind the client to payment obligations.

Design Partner Representative

A company officer, operations director, or delegated project manager with authority to commit resources, sign change orders within defined thresholds, and accept liability and warranty obligations on behalf of the design partner.

Core clauses to include in the agreement

A professional agreement should be modular and cover administrative, financial, IP, and operational terms so it can be reviewed and enforced without ambiguity.

Parties

Identify full legal names, entity type, principal place of business, and authorized signers to ensure enforceability and correct contract counterparty identification.

Scope of Work

Describe services, design phases, and exclusions in measurable terms, referencing exhibits for technical specifications and acceptance criteria to reduce scope disputes.

Deliverables & Schedule

Specify milestone deliverables, delivery dates, review periods, and acceptance tests so progress and payments align with objective criteria.

Compensation & Payment Terms

State fees, invoicing cadence, milestone payments, expense reimbursement rules, and late-payment interest to prevent billing disagreements.

Intellectual Property & Confidentiality

Allocate ownership or license rights for deliverables and include confidentiality obligations and permitted disclosures to protect trade secrets and client data.

Termination & Liability

Set termination triggers, notice periods, liability caps, indemnities, and transition assistance to manage risk when the relationship ends.

Step-by-step: completing and executing the agreement

Follow this sequence to reduce back-and-forth and to produce a legally enforceable, fully executed contract record.

  • 01
    Prepare Draft: Assemble scope, exhibits, and pricing in a single draft document for review.
  • 02
    Internal Review: Obtain approvals from procurement, legal, and finance prior to sending to the counterparty.
  • 03
    Send for Signature: Use a secure eSignature platform or paper route depending on notarization requirements.
  • 04
    Archive Final: Store executed copies in a secure repository with retention metadata and access controls.

How digital execution typically flows

A common electronic workflow reduces cycle time and captures an auditable record of consent and completion for all parties.

  • Upload Document: Sender uploads the final agreement to the eSignature platform.
  • Place Fields: Add signature, date, and initial fields in their correct locations.
  • Add Signers: Define signer roles and order, and include authentication settings.
  • Complete Signing: Signers authenticate, review, and sign; the system records a certificate of completion.

Configuring an online signing workflow for this agreement

Set up field behavior and signer authentication to match the agreement's legal requirements and your internal policies.

Field Configuration
Signature Field Required; date auto-populates on completion
Initials Place at each amendment line; make conditional
Attachment Field Allow uploader for exhibits and deliverable files
Authentication Email by default; upgrade to SMS or KBA for higher assurance

Technical and integration considerations

Choose a signing platform that supports required authentication and produces an auditable certificate of completion.

  • Integrations: Salesforce, NetSuite, Microsoft 365 supported
  • File Types: PDF, DOCX, and HTML accepted
  • Authentication: Email, SMS, or KBA options

Security and compliance controls to expect

Encryption: TLS 1.2/1.3 in transit
Data at Rest: AES-256 encryption
Certifications: SOC 2 Type II available
HIPAA: BAA available
Regulatory: ESIGN and UETA compliant
Standards: ISO 27001 and WCAG AA

Key legal risks of errors or omissions

Invalid Signatory: Contract may be voidable
Missing Scope: Leads to disputes and extra costs
Incorrect Dates: Affects deadlines and warranties
IP Ambiguity: Creates ownership disputes
Failure to Notarize: May invalidate certain filings
Noncompliant Records: Regulatory penalties possible

Common mistakes to avoid

  • Using informal drafts rather than a single consolidated executed attachment creates version-control problems and disputes.
  • Failing to list deliverable acceptance criteria leads to subjective approvals and delayed payments.
  • Not identifying the authorized signers or using initials alone can undermine enforceability and slow execution.
  • Skipping explicit change-order procedures forces ad hoc negotiations and increases project cost risk.

Key dates and timing expectations

Track milestone dates and notice periods in a centralized schedule to trigger payments, acceptance tests, and termination rights on time.

Effective Date:

Date obligations commence; use MM/DD/YYYY format

Design Milestones:

Set delivery dates for each phase and review windows

Payment Milestones:

Tie payments to accepted milestones with Net terms

Change-Order Response:

Specify response time for RFIs and change requests

Termination Notice:

Provide notice period for convenience or breach

Milestone progression from kick-off to closeout

Sequence the project into discrete stages so contract triggers, payments, and acceptance are tied to observable outcomes.

01

Kick-off

Project initiation meeting and document handoff

02

Design Iteration

Deliver preliminary designs and collect client feedback

03

Final Delivery

Submit final deliverables for acceptance testing

04

Closeout

Obtain final sign-off and release final payment

Real examples of similar agreement use

These case summaries show how organizations use clear agreements and digital execution to shorten cycle time and improve compliance.

Optica Ventures

Optica streamlined approvals using a single agreement template and digital signatures to remove bottlenecks.

  • The platform simplified customer signing.
  • The result: fewer negotiation rounds, faster milestone approvals, and a consistent audit trail that supported billing and investor reporting.

Martin Properties

Martin Properties processed remote partner agreements entirely online across devices.

  • Mobile signing enabled faster execution.
  • This reduced in-person meetings, improved recordkeeping for later audits, and ensured security and compliance when collecting signatures from external contractors.

eSignature pricing and capability snapshot

Comparison of starting prices and common capabilities across providers to inform platform selection for contract execution and workflow needs.

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 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes Limited
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently asked questions and troubleshooting

Answers to common legal, technical, and execution questions that arise when using this agreement in the United States.


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