Florida design service contract template

Florida Design Service Contract

This Florida Design Service Contract (the "Agreement") is made and effective as of [Date], by and between:

[Design Service Provider's Full Legal Name], a [Business Entity Type, e.g., Florida Limited Liability Company], with a principal place of business at [Business Address] and Florida business registration number [Florida Business Registration Number (if applicable)], hereinafter referred to as "Designer," and

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

Designer and Client are each sometimes referred to individually as a “Party” and collectively as the “Parties.”

1. Scope of Work

* Option A: The Designer shall provide the following design services to the Client (the "Services"): [Detailed Description of Design Services, e.g., graphic design, architectural design, etc. Be Specific. Include Deliverable Formats, Brand Alignment Guidelines, and Functional Specifications].

* Option B: The Services shall be those described in Exhibit A, attached hereto and incorporated by reference. Exhibit A shall contain a detailed description of Design Services, Deliverable Formats (e.g., digital files, physical prototypes), Brand Alignment Guidelines, Visual Identity System Requirements, and Functional Specifications.

* Option C: The Designer will provide [briefly describe the Service] according to the Statement of Work (SOW) which will be attached to this agreement as Addendum A, and which will be updated throughout the project.

2. Deliverable Standards

The deliverables shall conform to the following standards: [Specify Standards, referencing Florida-specific building codes, design licensing laws (e.g., Chapter 481, Florida Statutes), municipal permitting requirements, ADA accessibility standards, or other relevant standards]. The Designer will ensure the design adheres to all applicable Florida laws and regulations.

3. Project Timeline

* Option A: The project timeline is as follows:

* Milestone 1: [Description] - Due Date: [Date]

* Milestone 2: [Description] - Due Date: [Date]

* Final Delivery: [Date]

* Option B: See Project Schedule attached as Exhibit B.

* Option C: Drafts will be provided by the Designer to the Client with a [Number] day feedback window for the Client to provide input. Designer will respond to feedback within [Number] business days. Acceptance testing/approval procedures will follow the below process: [Process]

4. Client Obligations

The Client shall be responsible for: [List Client Obligations, such as furnishing content, pre-existing branding, technical data, site access, decision-makers for design sign-off, responsibility for obtaining third-party permissions or releases (e.g., for stock images or trademarks)].

5. Work Location

The principal work location shall be:

* Option A: Remote.

* Option B: At Client's site: [Client's Address]. The Client will provide [Describe access/security requirements]. The Client shall be responsible for any required insurance or coverage.

* Option C: Hybrid. The work will be conducted both remotely and at [Location] The Designer will: [address on-premises security requirements or insurance obligations required by Florida law if on-site services are rendered]

6. Travel and Expenses

* Option A: All travel and expenses shall be the responsibility of the Designer.

* Option B: Client shall reimburse Designer for pre-approved travel and expenses. Reimbursable expenses include: [List Reimbursable Expenses]. Expenses will be reimbursed per the Florida Department of Revenue rules on taxable reimbursable expenses. Receipts must be provided.

* Option C: There will be no travel expenses associated with this project.

7. Payment Terms

The total price for the Services is [Dollar Amount].

* Option A: Payment shall be made in the following installments:

* [Percentage]% upon execution of this Agreement.

* [Percentage]% upon completion of Milestone 1.

* [Percentage]% upon final delivery.

* Option B: Payment shall be made according to the schedule in Exhibit C.

* Option C: Payment will be made upon completion and delivery of the final project.

All invoices are due within [Number] days of receipt. Late payments shall accrue interest at the maximum rate permitted by Florida Statutes. The Designer has the right to suspend services for non-payment. Prices are subject to Florida sales tax as applicable (noting Department of Revenue Rulings on digital and physical goods). Payment methods accepted: [List Payment Methods].

8. Intellectual Property

* Option A: Upon full payment, all copyright in the deliverables shall transfer to the Client. This transfer includes all rights, title, and interest in and to the deliverables. Designer retains the right to display the work in their portfolio with attribution to the Client.

* Option B: Designer grants Client a non-exclusive license to use the deliverables.

* Option C: Designer retains all rights in the deliverables.

The Designer warrants that all third-party materials used are properly licensed and indemnifies the Client against any infringement claims. Designer retains portfolio display rights and attribution requirements.

9. Confidentiality

The Parties agree to hold each other's proprietary information in confidence. This obligation shall survive termination of this Agreement for a period of [Number] years, as per the Florida Uniform Trade Secrets Act. If the Designer collects or processes client/customer data, the Designer will adhere to Florida law-mandated notifications for potential data breaches.

10. Quality Assurance

The Designer will provide [Number] revision cycles. Client acceptance protocol: [Describe Client Acceptance Protocol]. Designer warrants original design work. Post-delivery support terms: [Describe Post-Delivery Support Terms]. Defect remediation timelines: [Describe Defect Remediation Timelines]. Exclusions: Corrections for client-provided errors or misuse are not included.

11. Remedies

For project delays: [Specify Remedies]. For design non-conformity: [Specify Remedies]. In the event of force majeure (including hurricanes or other natural disasters common in Florida), the affected party shall be excused from performance during the period of the event. Process for change orders: [Describe Process for Change Orders].

12. Termination

* Option A: This Agreement may be terminated by either party for cause upon [Number] days written notice.

* Option B: This Agreement may be terminated by either party without cause upon [Number] days written notice.

* Option C: This Agreement cannot be terminated.

Effects of termination: [Outline effects of termination, including ownership of work in progress, return of client assets, settlement of outstanding invoices, duty to mitigate damages, and refund policies for prepaid but unearned fees].

13. Liability and Indemnification

To the fullest extent permitted by Florida law, the Designer’s liability shall be limited to the amount paid by the Client under this Agreement. This Agreement is subject to Florida Statute §725.06 (limits on indemnity in design contracts). No general indemnity is provided. Limits on consequential damages: [Specify Limits]. Limits on personal injury or property damage exposure: [Specify Limits].

14. Dispute Resolution

Any disputes shall be resolved as follows:

* First, through good faith negotiation.

* Second, through mediation in [City, Florida].

* Third, through binding arbitration in Florida under AAA rules, or in the courts of [County, Florida].

This Agreement shall be governed by the laws of the State of Florida, and venue shall be in [County, Florida].

15. Compliance with Laws

The Parties shall comply with all applicable Florida and federal regulations, including Florida’s Professional Regulation requirements (DBPR licensing for architects/interior designers), insurance mandates, consumer protection statutes, digital accessibility laws, record retention and right-to-audit clauses, and reserved rights in case Florida law changes during the term of the contract.

16. Amendments and Waivers

Any amendments or waivers to this Agreement must be in writing and signed by both Parties.

17. Notice

All notices shall be effective upon receipt and shall be sent to the addresses listed above. Electronic notices are permitted under Florida’s Uniform Electronic Transactions Act.

18. Assignment and Subcontracting

* Option A: This Agreement may not be assigned or subcontracted without the prior written consent of both Parties.

* Option B: Designer has the right to subcontract parts of the agreement.

19. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings.

20. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

21. Execution

This Agreement may be executed in original and electronic counterparts, in a manner consistent with Florida’s laws permitting electronic signatures.

22. DBPR Notification (If Applicable)

* Option A: Not applicable

* Option B: If the Designer is providing services regulated by the Florida Department of Business and Professional Regulation (DBPR), the Designer will notify the DBPR, if required by law, of any changes in business status that may affect their licensure.

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

____________________________

[Design Service Provider's Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

____________________________

[Client's Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]