California design service contract template

California Design Service Agreement – [Design Discipline, e.g., Graphic Design]

Date: [Date]

1. Parties

• Designer:
  • [Designer Full Legal Name]
  • [Designer Business Address]
  • [Designer City, State, Zip Code]
  • [Designer Email Address]
  • [Designer Phone Number]
• Client:
  • [Client Full Legal Name]
  • [Client Business Address]
  • [Client City, State, Zip Code]
  • [Client Email Address]
  • [Client Phone Number]
  If Client is a corporation/LLC, state the type and state of incorporation/formation: [Client Entity Type and State] This Agreement is governed by the laws of the State of California.

2. Recitals

• The Designer is engaged in the business of providing [Design Discipline, e.g., graphic design] services.
• The Client desires to engage the Designer to provide such services.
• The parties desire to set forth the terms and conditions of their agreement.

3. Scope of Services

• The Designer agrees to provide the following design services (the “Services”):
  • Detailed description of Services: [Detailed Description of Design Services, Including Project Phases, Types of Deliverables, File Formats, and Software Used]
    • Example of services:
      • Conceptual design
      • Preliminary design
      • Client review
      • Revisions
      • Final delivery
    • Example of deliverables:
      • Sketches
      • Drafts
      • Prototypes
      • Print/digital files
      • Technical drawings
• Client Requirements and Inputs:
  • The Client will provide the following information and inputs to the Designer: [Detailed Specification of Client Requirements, Project Briefs, Branding Guides, Compliance Specifications, Feedback Timeframes, Legal or Regulatory Standards (Including California Proposition 65, Accessibility Standards, etc.)]

4. Timeline and Schedule

• The Services will be performed according to the following schedule: [Timeline and Schedule, Including Milestones, Delivery Dates, Key Review Points, Estimated Duration of Each Project Phase, Mandatory Client Review and Approval Times, and Consequences for Delayed Feedback]

5. Payment Terms

• Option A: Fixed-Fee
  • The Client will pay the Designer a fixed fee of [Dollar Amount] for the Services.
• Option B: Hourly Rate
  • The Client will pay the Designer at an hourly rate of [Dollar Amount] per hour for the Services.
• Option C: Per Milestone
  • The Client will pay the Designer according to the following milestone schedule: [Milestone and Payment Schedule]
• Option D: Retainer
  • The Client will pay the Designer a retainer of [Dollar Amount] per [Time Period, e.g., month].
• Invoicing Requirements: [Invoicing Requirements, Including Frequency and Content]
• Payment Method: [Acceptable Payment Methods]
• Late Fees: [Late Fee Percentage or Flat Amount]
• California Sales Tax: [Clarification of California Sales Tax Application]
• Withholdings: [Specify any required California Withholdings]

6. Materials Ownership and Licenses

• Upon full payment, copyright and all registrable IP in the final deliverables, excluding pre-existing Designer IP or third-party components, are assigned to the Client (to the extent the California “work made for hire” doctrine applies).
• Designer retains the right to display the work in their portfolio and for award submissions with client's prior written consent. [Specify Scope of Permitted Displays]

7. Warranty

• The Designer warrants that the Services will be performed in a professional and workmanlike manner and that the deliverables will be original and not infringe on the intellectual property rights of any third party. This warranty is subject to California's Unfair Competition Law and Digital Millennium Copyright Act compliance for digital assets.

8. Confidentiality

• The Designer and Client agree to hold each other's confidential information in strict confidence. Confidential information includes, but is not limited to, [Definition of Confidential Information].
• Exceptions: This obligation does not apply to information that is: (a) already known to the receiving party; (b) publicly available; or (c) required to be disclosed by law (including subpoena under California law).
• Survival: This confidentiality provision survives termination of this Agreement for [Number] years.

9. Maintenance, Revisions, and Support

• The Services include [Number] revisions.
• Process for Requesting Changes: [Describe the process for requesting changes]
• Free Maintenance Period: [Duration of Free Maintenance Period]
• Additional Changes: Additional changes will be billed at [Hourly Rate] per hour or on a project basis as agreed.
• Change Orders: Any significant changes to the scope of services requested by the client ("change orders") will be subject to a separate written agreement outlining the revised scope and fees.

10. Limitation of Liability

• The Designer's liability under this Agreement is limited to the amount of fees paid by the Client. The Designer is not liable for any consequential or indirect damages. This limitation is consistent with California law, and acknowledges that some statutory consumer protections cannot be disclaimed.

11. Indemnification

• The Client agrees to indemnify and hold the Designer harmless from any third-party claims arising out of the Client's use of the deliverables.
• The Designer agrees to indemnify and hold the Client harmless from any third-party claims arising from Designer's negligence or willful misconduct, including claims of copyright infringement where the Designer failed to perform due diligence in clearing rights for images, fonts, and other embedded assets under California rules.

12. Ownership and Storage of Project Artifacts

• Ownership of physical prototypes and samples remains with [Designer/Client].
• Storage, return, destruction, or retention schedules will be consistent with California privacy requirements.

13. Data Privacy

• The Designer will comply with California data privacy statutes, including CCPA/CPRA, for any personal data processed or incorporated in deliverables.
• The Designer will not transfer any personally identifiable information without Client authorization.

14. Non-Solicitation and Non-Compete

• Option A: No Non-Solicitation or Non-Compete
  • There are no non-solicitation or non-compete restrictions in this Agreement.
• Option B: Non-Solicitation (Limited)
  • The Designer agrees not to solicit the Client's employees or customers for a period of [Number] years after termination of this Agreement. This provision is intended to be narrowly construed in accordance with California law.

15. Subcontracting

• The Designer may subcontract portions of the Services with the Client's prior written approval.
• Any subcontractors will comply with California labor laws, insurance requirements, and worker classification requirements (including AB5 and the ABC test). The Designer shall document independent contractor status where applicable.

16. Records Retention and Audit Rights

• The Designer will maintain records relating to the Services for [Number] years.
• The Client has the right to audit these records, especially if the Client is a government agency or corporate client, consistent with California professional service contract obligations.

17. Force Majeure

• Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to earthquake, wildfire, public health orders, or other natural disasters common to California.
• The affected party must provide prompt notice to the other party.

18. Termination

• Option A: Termination for Cause
  • Either party may terminate this Agreement for cause upon [Number] days written notice.
• Option B: Termination for Convenience
  • The Client may terminate this Agreement for convenience upon [Number] days written notice.
• Upon termination, the Client will pay the Designer for all work performed up to the date of termination.
• Any unearned advance fees will be returned to the Client.
• The breaching party shall have [Number] business days to cure any breach.

19. Dispute Resolution

• The parties agree to first attempt to resolve any disputes through negotiation.
• If negotiation fails, the parties agree to mediation in [City, County, State].
• If mediation fails, the parties agree to arbitration per the California Arbitration Act in [City, County, State].
• The prevailing party in any arbitration or litigation will be entitled to recover its attorney's fees as supported under California Civil Code.

20. Public Statement and Publicity Rights

• Neither party will make any public statement about the relationship without the other party's prior written consent, especially in regulated industries with additional California-specific publicity rules.

21. Insurance

• Option A: No Insurance Requirement
  • The Designer is not required to maintain insurance under this Agreement.
• Option B: Insurance Required
  • The Designer will maintain [Type of Insurance, e.g., commercial general liability] insurance with coverage of at least [Dollar Amount] and will provide evidence of coverage to the Client.

22. California-Specific Notices and Disclosures

• [List any required California Business & Professions Code disclosures]
• This Agreement is subject to federal and state export control laws if applicable.
• [Statement of the client’s right to receive the contract in both English and Spanish if applicable under California Civil Code for consumer services.]

23. Entire Agreement

• This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

24. Amendment

• This Agreement may be amended only by a written instrument signed by both parties.

25. Severability

• If any provision of this Agreement is held to be invalid or unenforceable under California statutes and judicial interpretation, the remaining provisions will remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

____________________________
[Designer Signature]
[Designer Printed Name]
[Designer Title, if applicable]
[Date]

____________________________
[Client Signature]
[Client Printed Name]
[Client Title, if applicable]
[Date]