Delaware design service contract template

Delaware Design Service Contract

This Delaware Design Service Contract ("Agreement") is made and entered into as of [Date], by and between:

[Design Service Provider Legal Name], a [Delaware Business Entity Type, e.g., LLC] with its principal place of business at [Design Service Provider Address], Delaware business registration number [Delaware Business Registration Number] (if applicable), hereinafter referred to as "Provider," and

[Client Legal Name], a [Delaware Business Entity Type, e.g., Corporation] with its principal place of business at [Client Address], Delaware business registration number [Delaware Business Registration Number] (if applicable), hereinafter referred to as "Client."

Provider's contact information: [Phone Number], [Email Address]
Client's contact information: [Phone Number], [Email Address]

1. Scope of Services

Option A: Broad Scope
Provider agrees to provide Client with design services as described in Exhibit A, attached hereto and incorporated herein. Such services may include, but are not limited to: [List specific services, e.g., graphic design, branding, UI/UX design, print collateral design, web design, product packaging design].

Option B: Specific Project Scope
Provider agrees to provide Client with design services specifically for the [Project Name] project. The project goals are: [List project goals]. The required deliverables are: [List deliverables, e.g., final artwork files, specifications, mockups, presentation boards], including the following technical standards: [List technical standards, e.g., format, resolution, color profile, ADA compliance].

2. Project Workflow & Timeline

Option A: Detailed Workflow
The project workflow will consist of the following phases: [List phases, e.g., initial consultation, concept development, revisions, final approval]. A detailed timeline is outlined in Exhibit B, attached hereto and incorporated herein. The project will proceed as follows: [Describe process including concept rounds, feedback protocols, revision limits, deadlines, client approval processes]. Change requests must be submitted in writing and may impact project costs and/or timelines.

Option B: Agile Workflow
Provider will work with Client in an agile workflow, with bi-weekly sprints. Project scope and priorities will be reviewed and adjusted at the beginning of each sprint. Client will provide feedback within [Number] days of each deliverable.

3. Client Obligations

Option A: General Obligations
Client shall provide Provider with all necessary content, brand assets, and reference materials required for the completion of the project in a timely manner. Client shall provide timely approvals at each stage of the project.

Option B: Specific Obligations
Client shall provide the following: [List specific obligations, e.g., specific text content by [Date], logo files by [Date], brand guidelines]. Client shall respond to Provider's requests for feedback within [Number] business days. Collaboration and communication will occur via [Methods, e.g., email, secure digital systems, in-person meetings].

4. Work Location

Option A: Remote
All work will be performed remotely by Provider.

Option B: On-Site
All work will be performed on-site at Client's premises located at [Client Address]. Client shall provide Provider with a suitable workspace.

Option C: Hybrid
Work will be performed both remotely and on-site at Client's premises located at [Client Address]. The schedule for on-site work will be determined by mutual agreement. Terms of permitted access are: [List terms, e.g., business hours, security protocols].

5. Service Fees & Payment

Option A: Fixed Fee
The total design fee for the services provided under this Agreement is [Dollar Amount]. Payment will be made according to the following schedule: [Payment schedule, e.g., 50% deposit upon signing, 50% upon final approval].

Option B: Hourly Rate
Provider's hourly rate is [Dollar Amount] per hour. Client will be invoiced on a [Frequency, e.g., bi-weekly] basis. Invoices will include a breakdown of billable services.

Option C: Milestone Based
Payment will be made according to the following milestones:
Milestone 1: [Description]: [Dollar Amount]
Milestone 2: [Description]: [Dollar Amount]
Milestone 3: [Description]: [Dollar Amount]

All invoices will include Delaware-specific sales tax, if applicable. Accepted payment methods are: [List accepted payment methods, e.g., check, wire transfer, credit card]. Late payments will be subject to interest at the maximum rate permitted by Delaware law, currently [Percentage]% per annum.

6. Reimbursable Costs

Option A: Itemized Costs
Client shall reimburse Provider for the following costs: [List reimbursable costs, e.g., printing, stock imagery, third-party software licenses, production vendor fees]. All reimbursable costs must be pre-approved by Client in writing. Provider will provide documentation for all expenses in accordance with Delaware accounting standards.

Option B: Cost Limit
Client shall reimburse Provider for the above costs, however the total reimbursable costs should not exceed [Dollar Amount] without prior written consent from the Client.

7. Intellectual Property

Option A: Assignment of Copyright
Upon full receipt of payment, all rights, title, and interest in and to the final deliverables, including copyright, shall be assigned to Client. Client shall have the right to use the deliverables for any purpose.

Option B: Licensing Agreement
Provider grants Client a [Type of License, e.g., non-exclusive, exclusive] license to use the deliverables for the following purposes: [Permitted uses, e.g., marketing materials, website, packaging] in the following territory: [Territory] and media: [Media].
Provider retains the right to display the deliverables in its portfolio and for self-promotional purposes. Provider also retains ownership of underlying source files and templates. All terms must comply with Delaware Uniform Trade Secrets Act and federal copyright law.

8. Confidentiality & Data Protection

Option A: Standard Confidentiality
Both parties agree to hold confidential all sensitive client data, proprietary design concepts, and commercial information disclosed during the term of this Agreement. This obligation shall survive the termination of this Agreement. Statutory remedies for breach apply.

Option B: Enhanced Data Protection
Both parties agree to comply with all applicable Delaware data protection laws and regulations. Provider shall implement reasonable security measures to protect Client's data. In the event of a data breach, Provider shall notify Client immediately.

9. Limitation of Liability & Indemnification

Provider's liability for any damages arising out of this Agreement shall be limited to the total fees paid by Client to Provider. Provider shall not be liable for any consequential damages.
Client shall indemnify and hold Provider harmless from any claims arising out of Client-supplied materials, including claims of trademark or third-party infringement.
Option A: Insurance
Provider maintains professional liability or errors and omissions insurance coverage in the amount of [Dollar Amount].

10. Quality Assurance & Acceptance

All deliverables shall comply with the agreed specifications and quality thresholds, including prepress checks, ADA digital accessibility (if applicable), and compatibility for intended media.
Client shall have [Number] days to inspect the deliverables and provide written notice of any defects. Failure to provide such notice shall constitute acceptance of the deliverables.

11. Maintenance & Support

Option A: No Maintenance
Provider is not obligated to provide any maintenance or support for the deliverables after acceptance.

Option B: Limited Maintenance
Provider shall provide [Number] days of free maintenance and support for the deliverables after acceptance. The response time for defect remediation will be [Number] business days. This excludes post-acceptance changes or damage due to client modifications.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, fire, or natural disaster. The affected party shall provide prompt notice to the other party.

13. Termination

Option A: Termination for Convenience
Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.

Option B: Termination for Cause
Either party may terminate this Agreement for cause if the other party breaches any material term of this Agreement and fails to cure such breach within [Number] days after written notice.

Upon termination, Client shall pay Provider for all work completed up to the date of termination. If a progressive license structure is in place, it will be applied to partially completed designs. Provider shall provide reasonable assistance to Client in transitioning the project to another designer.

14. Remedies & Penalties for Breach

In the event of a breach of this Agreement, the non-breaching party shall be entitled to all available remedies under Delaware law, including but not limited to damages, specific performance, and injunctive relief.
Option A: Liquidated Damages
In the event of a breach by Client, Provider shall be entitled to liquidated damages in the amount of [Dollar Amount].
Provider shall have the right to withhold deliverables in the event of a breach by Client. A cure period of [Number] days will be granted prior to escalation.

15. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the [Court, e.g., Court of Chancery, Superior Court] in Delaware, or through binding arbitration held in Delaware.
The parties shall first attempt to resolve any dispute through negotiation. If negotiation fails, the parties shall attempt to resolve the dispute through mediation before resorting to arbitration or litigation.

16. Compliance

Provider represents and warrants that it shall comply with all applicable Delaware laws and regulations, including but not limited to business conduct rules, consumer protection statutes, and state privacy and data breach notification laws. Provider shall also ensure that deliverables comply with regulatory requirements for advertising, packaging, or digital content (as relevant).

17. Representations & Warranties

Both parties represent and warrant that they have the authority to enter into this Agreement.
Provider represents and warrants that the deliverables will be original and will not infringe upon the intellectual property rights of any third party.

18. Signatures

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

[Design Service Provider Legal Name]

By: [Authorized Representative Name]

Title: [Title]

Date: [Date]

[Client Legal Name]

By: [Authorized Representative Name]

Title: [Title]

Date: [Date]

19. Survivability, Severability, Waiver & Notice

The provisions of Sections 7 (Intellectual Property), 8 (Confidentiality & Data Protection), 9 (Limitation of Liability & Indemnification), and 15 (Governing Law & Dispute Resolution) shall survive the termination or expiration of this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or sent by reputable overnight courier service to the addresses set forth above.

20. Attachments

Exhibit A: Scope of Services
Exhibit B: Project Timeline
[Other attachments, e.g., Statement of Work, Vendor Compliance Certification]