Georgia design service contract template

Georgia Design Service Contract

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

[Provider Name], a [State] [Entity Type, e.g., Corporation, LLC], with its principal business address at [Provider Address], telephone number [Provider Phone], and email address [Provider Email] ("Provider"), and

[Client Name], a [State] [Entity Type, e.g., Corporation, LLC, Individual], with its principal business address at [Client Address], telephone number [Client Phone], and email address [Client Email] ("Client").

1. Scope of Services

The Provider agrees to provide the following design services (the "Services") to the Client:

Option A: [Description of Graphic Design Services] (e.g., logo design, website design, marketing materials).

Option B: [Description of Interior Design Services] (e.g., space planning, furniture selection, material specifications).

Option C: [Description of Architectural Design Services] (e.g., schematic design, construction documents, construction administration).

Option D: [Description of Industrial Design Services] (e.g., product design, prototyping, manufacturing specifications).

Detailed Project Phases:

Conceptualization

Draft Submissions

Client Revisions

Final Design Delivery

Implementation Support (if applicable)

2. Deliverables

The Provider shall deliver the following deliverables to the Client:

Option A: [List of Deliverables for Graphic Design, e.g., Source files, high-resolution images, style guides].

Option B: [List of Deliverables for Interior Design, e.g., Floor plans, elevations, 3D renderings, material samples].

Option C: [List of Deliverables for Architectural Design, e.g., Schematic design documents, construction documents, specifications].

Option D: [List of Deliverables for Industrial Design, e.g., Prototypes, CAD files, manufacturing specifications].

Specifications:

[Specific Dimensions, Sizes, and Quantities Required]

[Formats, e.g., Vector, Raster, CAD, 3D Model]

[Prototypes or Mock-ups, e.g., Functional Prototypes, Renderings, Physical Models]

Project Schedule and Milestone Benchmarks:

[Milestone 1: Description and Due Date]

[Milestone 2: Description and Due Date]

[Milestone 3: Description and Due Date]

[Final Delivery Date]

Acceptance Criteria:

[Specific Criteria for Client Approval of Each Phase/Deliverable]

Including responsiveness, accuracy, completeness, and compliance with stated requirements.

3. Client Responsibilities

The Client shall be responsible for the following:

Providing all necessary information and materials to the Provider, including:

Brand guidelines

Site surveys/inventories

Permits (if applicable)

Providing feedback and approvals within [Number] business days of receiving deliverables.

Designating a contact person for approvals and queries: [Contact Person Name], [Contact Person Title].

4. Work Location and Travel

Option A: The Services will be performed remotely.

Option B: The Services will be performed at the Client's premises located at [Client Address].

Option C: The Services will be performed at the project site located in Georgia at [Project Address].

Travel Policy:

Reimbursement for out-of-area travel expenses (if applicable) will be in accordance with Georgia revenue rules.

[Specify travel reimbursement details, e.g., mileage rate, per diem].

5. Fees and Payment

The Client shall pay the Provider for the Services as follows:

Option A: Fixed Fee: A fixed fee of [Dollar Amount] for the entire project.

Option B: Hourly Rate: An hourly rate of [Dollar Amount] per hour.

Option C: Retainer: A monthly retainer of [Dollar Amount].

Option D: Milestone-Based Payment:

[Milestone 1 Payment: Amount or Percentage] upon completion of [Milestone 1 Description].

[Milestone 2 Payment: Amount or Percentage] upon completion of [Milestone 2 Description].

[Final Payment: Amount or Percentage] upon completion of [Final Deliverable].

Payment Schedule:

[Percentage] advance payment upon signing of this Agreement.

Progress payments as outlined above (if milestone-based).

Final payment due within [Number] days of final delivery and acceptance.

Invoicing Process:

The Provider will submit invoices to the Client electronically to [Client Invoice Email].

Invoices will include a detailed breakdown of services rendered.

Late Payment Interest:

Late payments will accrue interest at the rate of [Percentage] per month, up to the maximum rate permitted by Georgia law.

Sales Tax:

All applicable local and state sales taxes will be added to invoices as required by Georgia law.

6. Intellectual Property

Option A: The Client shall own all right, title, and interest in and to the deliverables upon full payment of all fees due under this Agreement.

Option B: The Client shall have an exclusive license to use the deliverables for [Specific Use]. Provider retains ownership.

Option C: The Client shall have a non-exclusive license to use the deliverables. Provider retains ownership.

Copyright Transfer:

Copyright transfer shall occur upon complete payment of all fees due under this Agreement.

Provider's Right to Showcase:

The Provider reserves the right to showcase the work in its portfolio, unless otherwise agreed in writing.

Exceptions for confidential projects will be addressed via NDA: [Specify NDA requirements or indicate if a separate NDA is required].

7. Compliance with Laws and Licensing

The Provider represents and warrants that it is duly licensed and registered to provide the Services in the State of Georgia, and will comply with all applicable laws, regulations, and professional standards, including:

[Specific Georgia Licensing Requirements, e.g., architect/interior designer registration number]

Adherence to industry codes and practices applicable under Georgia law.

8. Confidentiality

Both parties agree to hold confidential all proprietary information and trade secrets of the other party.

Data storage/retention will comply under Georgia privacy laws.

[Specify any client-instituted NDAs or specific confidentiality requirements].

9. Quality Assurance

The Provider warrants that the Services will be performed in a professional and workmanlike manner and will conform to industry standards.

Post-delivery defect rectification window: [Number] days from delivery.

Response times for reported defects: [Number] business days.

Exclusions: The Provider shall not be liable for defects resulting from misuse, unauthorized alterations, or delays caused by client omissions or change requests.

10. Design Changes and Revisions

Policy for design changes: All change requests must be submitted in writing.

Client-requested revisions: The Client is entitled to [Number] rounds of revisions. Additional revisions may be subject to additional fees.

Impact on fees and timeline: The Provider will provide a written estimate of any additional fees or timeline extensions required for change requests.

Procedures for handling project suspension, client inaction, or scope increase. [State the Procedures].

11. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including acts of God, war, terrorism, or government regulations, in accordance with Georgia law.

Notification obligations: The affected party must notify the other party in writing within [Number] days of the event.

Resumption threshold: The obligations under this Agreement shall resume as soon as the event of force majeure ceases to exist.

12. Termination

This Agreement may be terminated as follows:

For Cause: Either party may terminate this Agreement for cause if the other party materially breaches this Agreement, including failure to make timely payments or licensing violations, after providing [Number] days written notice and opportunity to cure.

For Convenience: The Client may terminate this Agreement for convenience upon providing [Number] days written notice to the Provider.

Mutual Agreement: This Agreement may be terminated by mutual written agreement of both parties.

Obligations Upon Termination:

Fee settlement: The Client shall pay the Provider for all Services performed up to the date of termination.

Intellectual property disposition: [Specify how intellectual property rights will be handled upon termination].

Return of client property: The Provider shall return all Client property in its possession.

13. Indemnification and Limitation of Liability

The Provider shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with the Provider's negligence or willful misconduct in performing the Services.

Limitation of Liability:

The Provider's liability under this Agreement shall be limited to the amount of fees paid by the Client to the Provider.

The Provider shall not be liable for any indirect, incidental, or consequential damages.

14. Remedies for Breach

In the event of a breach of this Agreement, the non-breaching party shall have the following remedies:

Specific performance

Cure period: The breaching party shall have [Number] days to cure the breach after receiving written notice.

Liquidated damages: [Specify any agreed liquidated damages, compliant with Georgia law].

15. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiations.

Mediation: If negotiation fails, the parties shall submit the dispute to mediation in Georgia.

Arbitration: If mediation fails, the parties agree to binding arbitration in accordance with the rules of the American Arbitration Association.

Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. The venue for any legal action shall be in [County Name] County, Georgia.

Attorney's Fees: The prevailing party in any legal action shall be entitled to recover its reasonable attorney's fees.

16. Representations and Warranties

The Provider represents and warrants that:

It has the authority to enter into this Agreement.

The Services will be performed in a professional and workmanlike manner.

The deliverables will be original work.

It will comply with all applicable laws and regulations.

The Client represents and warrants that:

It has the authority to enter into this Agreement.

It owns or has the right to use any materials provided to the Provider.

17. Entire Agreement and Amendments

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

Amendments: Any amendment to this Agreement must be in writing and signed by both parties.

18. Severability, Survival, Waiver, and Assignment

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

Survival: The obligations under Sections 6, 8, 13, and 15 shall survive the termination of this Agreement.

Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Assignment: This Agreement may not be assigned or subcontracted by either party without the prior written consent of the other party.

19. Compliance with Building Codes and Permitting (If Applicable)

If the Services involve planning or physical site elements:

The Provider shall comply with all applicable Georgia building codes, local permitting processes, and safety regulations.

[Specify allocation of responsibility and costs for compliance and permitting].

20. Government Entity Compliance (If Applicable)

If the Client is a Georgia government entity:

The Provider shall comply with all applicable non-discrimination, drug-free workplace, and E-Verify requirements.

21. Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and binding in accordance with Georgia’s Uniform Electronic Transactions Act.

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

____________________________

[Provider Name]

By: [Provider Representative Name]

Title: [Provider Representative Title]

____________________________

[Client Name]

By: [Client Representative Name]

Title: [Client Representative Title]