Alabama design service contract template

Alabama Design Service Contract

This Alabama Design Service Contract is made and entered into as of [Date of Signing], by and between:

[Designer's Complete Legal Name], residing at [Designer's Mailing Address], with phone number [Designer's Phone Number] and email address [Designer's Email Address] (hereinafter referred to as "Designer"),

and

[Client's Complete Legal Name], residing at [Client's Mailing Address], with phone number [Client's Phone Number] and email address [Client's Email Address] (hereinafter referred to as "Client").

1. Scope of Design Services

Option A: General Design Services

The Designer shall provide the following design services to the Client: [Detailed Description of Design Services, e.g., Graphic Design, Industrial Design, Web Design, etc.]. This includes [Specific Deliverables, e.g., Logos, Brochures, Website Mockups, Prototypes, etc.] in the following formats: [List of File Formats, e.g., .AI, .PSD, .PDF, .JPEG, .PNG, etc.].

Option B: Architectural Design Services

The Designer shall provide architectural design services in compliance with the Alabama Board of Architects requirements and Chapter 4 of Title 34 of the Code of Alabama.

Designer License Number: [Designer's Alabama Architecture License Number, if applicable]

The services include: [Detailed Description of Architectural Design Services, e.g., Schematic Design, Design Development, Construction Documents, etc.].

Deliverables include: [Specific Architectural Deliverables, e.g., Floor Plans, Elevations, Sections, Specifications, etc.]

Deliverable Standards: All deliverables shall meet industry standards and the following specific standards: [Detailed list of applicable design standards].

Draft and Revision Stages: The design process will include [Number] draft stages, with [Number] revisions allowed per draft.

Specific Project Milestones:

Milestone 1: [Description of Milestone 1]: Completion Date: [Date]

Milestone 2: [Description of Milestone 2]: Completion Date: [Date]

Milestone 3: [Description of Milestone 3]: Completion Date: [Date]

2. Alabama Licensing and Registration

Option A: Design Services Not Requiring Specific Alabama Licensing

The Designer affirms that the design services provided under this contract do not require specific professional licensing or registration in the State of Alabama.

Option B: Design Services Requiring Specific Alabama Licensing

The Designer possesses the necessary licenses and registrations required to provide the design services outlined in this contract, as required by Alabama law.

License/Registration Type: [Type of License/Registration, e.g., Architecture, Engineering, Interior Design]

License/Registration Number: [License/Registration Number]

Issuing Authority: [Issuing Authority, e.g., Alabama Board of Architects]

The Designer confirms compliance with all applicable Alabama regulations related to [Specify Area of Compliance].

3. Project Schedule

Deliverable Timelines: The Designer shall adhere to the following project schedule:

Phase 1: [Phase 1 Description]: Start Date: [Date] - End Date: [Date]

Phase 2: [Phase 2 Description]: Start Date: [Date] - End Date: [Date]

Phase 3: [Phase 3 Description]: Start Date: [Date] - End Date: [Date]

Review Stages: Each phase will include a review stage where the Client can provide feedback.

Client Feedback Periods: The Client shall provide feedback within [Number] business days of receiving each deliverable.

Final Acceptance: Final acceptance of the design shall be deemed to occur [Number] business days after delivery of the final deliverable, unless the Client provides written notice of rejection within that period.

4. Client Obligations

Provision of Materials: The Client shall provide all necessary materials and information, including but not limited to: [List of Materials and Information, e.g., Brand Guidelines, Images, Text Content, Access Credentials, etc.].

Timely Feedback: The Client shall provide timely feedback within the agreed-upon feedback periods.

Information Accuracy: The Client is responsible for the accuracy and completeness of all information provided to the Designer.

Approval of Deliverables: The Client is responsible for approving deliverables within the agreed-upon timelines.

Project Point of Contact: [Client Point of Contact Name] will serve as the main point of contact for this project.

Contact information: [Phone Number], [Email Address]

5. Work Location and Travel Expenses

Option A: Remote Collaboration

All work will be performed remotely. Meetings will be conducted via phone or video conference.

Option B: On-Site Work at Client's Location

The Designer may be required to work on-site at the Client's location at [Client's Address].

Option C: Meetings at Designer's Office

Meetings may be held at the Designer's office located at [Designer's Address].

Travel Expense Reimbursement: If travel is required, the Client shall reimburse the Designer for reasonable travel expenses, including mileage at the current IRS rate, lodging, and meals, in accordance with Alabama business expense standards. All travel expenses must be pre-approved by the Client in writing.

6. Fee Structure and Payment

Total Compensation: The total compensation for the design services is [Dollar Amount].

Payment Breakdown:

Concept Phase: [Dollar Amount or Percentage]

Draft Phase: [Dollar Amount or Percentage]

Final Delivery: [Dollar Amount or Percentage]

Retainer/Upfront Deposit: A retainer of [Dollar Amount or Percentage] is required upfront.

Payment Schedule: Payments shall be made according to the following schedule:

[Payment Schedule Details, e.g., Milestone-based payments, monthly payments, etc.]

Invoicing Procedures: The Designer shall submit invoices to the Client [Frequency of Invoicing, e.g., monthly, upon completion of milestones, etc.]. All invoices must comply with Alabama invoicing regulations.

Applicable Taxes: The total compensation is exclusive of Alabama sales tax or business privilege tax, which will be added to each invoice, if applicable.

Late Payment Fee: A late payment fee of [Percentage]% per month will be applied to any invoice not paid within [Number] days of the invoice date.

7. Intellectual Property

Option A: Client Ownership

Upon full payment, all intellectual property rights in the final design work shall be owned by the Client. This includes copyrights, trademarks, and other proprietary rights.

Option B: Designer Ownership with License

The Designer retains ownership of all intellectual property rights in the design work. Upon full payment, the Client is granted a non-exclusive, perpetual license to use the design work for [Specific Permitted Uses, e.g., commercial purposes, marketing materials, etc.].

Limited License for Drafts: The Client is granted a limited license to use draft designs solely for internal review purposes.

Portfolio Display Rights: The Designer retains the right to display the completed design work in their portfolio, unless otherwise prohibited by the Client in writing.

Client's Right to Request Edits: The Client has the right to request reasonable edits within [Number] days of final delivery.

Designer's Reserved Rights: The Designer reserves all rights not expressly granted to the Client, as permitted under Section 8-34-1 et seq. of the Code of Alabama.

Pre-existing Materials: Any pre-existing materials or intellectual property provided by the Client remains the property of the Client.

8. Confidentiality and Non-Disclosure

Confidential Information: Both parties agree to hold confidential all project-related business, technical, and proprietary information.

Non-Disclosure: Neither party shall disclose confidential information to any third party without the prior written consent of the other party.

Duration of Obligation: This confidentiality obligation shall survive the termination of this contract for a period of [Number] years.

Alabama Standards: This clause will be interpreted according to Alabama standards for enforceability of confidentiality agreements.

Exceptions: The obligations under this section shall not apply to information which is already publicly available, is required to be disclosed by law, or is independently developed by the receiving party.

9. Warranty and Indemnification

Warranty of Originality: The Designer warrants that the design work is original and does not infringe upon the intellectual property rights of any third party.

Indemnification: The Designer shall indemnify and hold harmless the Client from any third-party intellectual property claims arising from the design work, to the extent permitted under Alabama law.

Client's Indemnification: The Client shall indemnify and hold harmless the Designer from any claims, liabilities, or expenses arising out of the Client's use of the design work in a manner inconsistent with the terms of this Agreement or in violation of applicable laws.

10. Quality Assurance

Acceptance Criteria: The acceptance criteria for the design work are as follows: [Detailed List of Acceptance Criteria, e.g., adherence to brand guidelines, functionality, aesthetic appeal, etc.].

Inspection and Correction Procedures: The Client shall inspect the design work upon delivery and notify the Designer of any defects or non-conformities within [Number] days.

Free Revision Period: The Designer shall provide free revisions to correct any defects or non-conformities within [Number] days of notification.

After-Sales Support: The Designer shall provide after-sales support for a period of [Number] days after final acceptance, which includes [Describe the Scope of After-Sales Support].

11. Delays, Change Requests, and Force Majeure

Delays: The Designer shall not be liable for delays caused by the Client's failure to provide timely feedback or materials.

Change Requests: Any change requests must be submitted in writing and may result in additional fees and extensions to the project schedule. Changes will be billed at [Hourly Rate or Flat Fee].

Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this contract due to force majeure events as recognized under Alabama law, including but not limited to acts of God, war, strikes, or government regulations.

Notification: The affected party must notify the other party in writing within [Number] days of the occurrence of a force majeure event.

Mitigation: The affected party shall use reasonable efforts to mitigate the effects of the force majeure event.

12. Termination

Option A: Termination for Breach

Either party may terminate this contract for material breach by the other party, provided that the breaching party is given written notice and a reasonable opportunity to cure the breach.

Option B: At-Will Termination with Notice

Either party may terminate this contract at any time for any reason, provided that they give the other party [Number] days written notice.

Payment Upon Termination: Upon termination, the Client shall pay the Designer for all services performed to date, as well as any expenses incurred.

Alabama Contract Law: This clause is subject to Alabama contract law, including statutory notice or cure periods.

13. Liability and Indemnification

Financial Penalties: In the event of late delivery, breach of confidentiality, or non-conforming work, the Designer's liability shall be limited to [Dollar Amount or Specific Remedy], as permitted by Alabama courts.

Late Delivery Penalty: A financial penalty of [Dollar Amount] per day will be applied for any late delivery of final product beyond agreed upon schedule.

Disclaimer of Consequential Damages: In no event shall either party be liable for any consequential, incidental, indirect, special, or punitive damages, or damages for loss of profits, revenue, data or use, incurred by the other party, whether in contract, tort (including negligence) or otherwise, even if advised of the possibility of such damages.

Client Non-Payment Penalty: For non-payment of services rendered, Client agrees to pay all reasonable expenses for Designer to collect payments owed, including attorneys' fees and costs.

14. Risk Allocation

Errors and Omissions: The Designer shall exercise reasonable care in the performance of the design services. However, the Designer shall not be liable for errors or omissions that are beyond their reasonable control.

Professional Liability Insurance: The Designer maintains professional liability insurance in the amount of [Dollar Amount]. [Note: Include if architect, or required for the design work.]

15. Governmental Permitting and Compliance

Responsibility: The Client is responsible for obtaining all necessary governmental permits and approvals required for the design project, including compliance with all applicable codes and regulations.

Designer Assistance: The Designer will provide reasonable assistance to the Client in obtaining such permits and approvals.

Regulated Projects: If the design project involves regulated activities (e.g., interior or architectural work requiring city or state approval), the Designer will ensure compliance with all applicable regulations.

16. Dispute Resolution

Prioritization: The parties agree to prioritize negotiation, mediation, or arbitration before resorting to litigation.

Mediation: If a dispute arises out of or relates to this contract, the parties agree to first attempt to resolve the dispute through mediation, administered by [Name of Mediation Organization].

Choice of Law: This contract shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of laws principles.

Venue: Any legal action arising out of or relating to this contract shall be brought in the courts of [Name of Alabama County or Judicial Circuit], Alabama.

17. Compliance with Alabama Consumer Protection Statutes

Compliance: This contract complies with all applicable Alabama consumer protection statutes.

Electronic Signature: The parties agree that this contract may be executed electronically and that electronic signatures shall be considered valid and binding, in accordance with the Alabama Uniform Electronic Transactions Act.

Data Privacy: If personal information is collected, the Designer will comply with all applicable Alabama data privacy requirements.

18. Mutual Fair Dealing and Interpretation

Fair Dealing: This contract reflects mutual fair dealing between the parties.

Interpretation: This contract shall be interpreted according to Alabama's rules on contract construction and parol evidence.

19. Modifications and Amendments

Writing Required: Any modifications or amendments to this contract must be in writing and signed by both parties.

20. Entire Agreement

Supersedes Prior Understandings: This contract constitutes the entire agreement between the parties and supersedes all prior understandings and agreements, whether written or oral.

21. Severability

Compliance with Alabama Law: If any provision of this contract is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, in accordance with Alabama law.

22. Other Specific Requirements

[List any other specific requirements mandated by state industry associations, government contracting rules for public sector design work in Alabama, or unique project needs as agreed by the parties.]

IN WITNESS WHEREOF, the parties have executed this Alabama Design Service Contract as of the date first written above.

[Designer's Signature]

[Designer's Printed Name]

[Client's Signature]

[Client's Printed Name]