DESIGN SERVICES AGREEMENT
This Design Services Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Designer"), and
[Party B], a corporation ("Client").
The Client engages the Designer to provide the design services described in this Agreement, and the Designer agrees to provide them, on these terms.
1. Services. The Designer will provide design services for [design scope] (the "Project"). The work does not include research or discovery. The Designer will work from the brief and the materials the Client provides.
2. Concepts, deliverables, and files. Concepts are sketches and options used to choose a direction. Final deliverables are the finished digital work described in the brief, such as a logo, layouts, screens, or other files. Working source files are the editable files used to produce those deliverables. Pre-existing tools are the Designer's templates, libraries, and methods from before this Project or used across clients. The Designer keeps the pre-existing tools. The Client may use them only as they appear inside the final deliverables. The fee includes two rounds of revisions. A round is one consolidated set of written comments. The Designer will deliver the working source files for the final deliverables when the related fee is paid. When the fee is paid in full, the Designer assigns to the Client the copyright in the final deliverables created for this Project. Concepts the Client did not select stay with the Designer.
3. Schedule. The Client will give the feedback, content, and decisions the schedule needs. If the Client is late, the Designer may pause the schedule until that dependency is met, and dates move by at least the length of the pause.
4. Portfolio. After the Client publishes or launches the work, or 60 days after delivery if it has not, the Designer may show it in a portfolio. The Designer will leave out the Client's confidential information and unreleased plans.
5. Confidentiality. The Designer will keep the Client's non-public materials confidential and use them only to perform the Project. This duty does not cover information that is public, already known without a duty of confidence, or required to be disclosed by law.
6. Fee. The Client will pay [fee]. The Designer will invoice as the Parties agree, and the Client will pay undisputed amounts within 30 days.
7. Termination. Either Party may end this Agreement on written notice. The Client will pay for work done through the end date. The Designer will deliver the then-current final materials that have been paid for.
8. Governing Law. This Agreement is governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
9. General. This Agreement is the entire agreement on its subject. It may be amended only in a writing signed by the Parties, and it may be signed in counterparts, including electronic copies. If a part is unenforceable, the rest stays in effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Designer: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Client: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]
