Hawaii design service contract template

Hawaii Design Service Contract

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

[Design Service Provider Name], a [Legal Structure, e.g., Corporation] with its principal place of business at [Design Service Provider Address], Hawaii [Zip Code], hereinafter referred to as "Provider,"

and

[Client Name], a [Legal Structure, e.g., Individual] with its principal place of business at [Client Address], Hawaii [Zip Code], hereinafter referred to as "Client."

1. Scope of Services

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

Option A: [Detailed Description of Services, e.g., Architectural design services for a single-family residence, including needs assessment, conceptual design, schematic drawings, design development, construction documents, and coordination with local consultants.]

Option B: [Detailed Description of Services, e.g., Graphic design services for a marketing campaign, including logo design, website design, and social media graphics.]

Option C: [Detailed Description of Services, e.g., Interior design services for a commercial space, including space planning, furniture selection, and material selection.]

• Services will include the following Deliverables: [Specific Deliverables, e.g., Architectural drawings, 3D renderings, permit-ready documents, a style guide].
• Acceptance Criteria: Deliverables will be deemed accepted upon [Clear Acceptance Criteria, e.g., Client's written approval within 7 days of delivery, compliance with all applicable building codes, adherence to the approved design plans].

2. Project Timeline

The Services will be performed according to the following timeline:

Option A:

• Start Date: [Start Date]
• Milestone 1: [Milestone Description] - [Date]
• Milestone 2: [Milestone Description] - [Date]
• Completion Date: [Completion Date]

Option B:

• Start Date: [Start Date]
• Interim Presentations: [Frequency & Details, e.g., Weekly progress meetings via Zoom]
• Final Delivery: [Date]

3. Client Responsibilities

Client shall be responsible for:

Option A:

• Providing all necessary information and materials to Provider in a timely manner. [Specific examples, e.g., Survey data, existing building plans, site access]
• Providing timely feedback and approvals. [Specific timeframe, e.g., within 3 business days of receipt]
• Ensuring access to the project site. [Specify any special requirements regarding access, e.g., Adherence to Hawaiian land access laws and customs.]

Option B:

• Adherence to agreed-upon design styles and providing constructive critique.
• Statutory use of local materials or suppliers when required by law or contract.

4. Remote/On-Site Work

Option A:

• This project requires [Number] on-site visits to [Location].
• Provider will comply with all COVID-19 regulations mandated by Hawaii authorities during on-site work.

Option B:

• All work will be performed remotely unless otherwise agreed upon in writing.
• If on-site work is required, Client shall reimburse Provider for reasonable travel expenses, including [Specific Expenses, e.g., Inter-island airfare, accommodation at standard hotel rates].

5. Payment Terms

Option A:

• Total Fee: [Dollar Amount]
• Retainer: [Dollar Amount] payable upon execution of this Agreement.
• Progress Billing: [Description of Progress Billing Schedule, e.g., Monthly based on percentage of completion.]
• Final Payment: Due upon acceptance of final Deliverables.
• All fees are subject to Hawaii General Excise Tax (GET) at the rate of [Current GET Rate]%. Client is responsible for payment of GET.

Option B:

• Hourly Rate: [Dollar Amount] per hour.
• Invoices will be submitted [Frequency, e.g., Bi-weekly].
• Invoices must be paid within [Number] days of receipt.
• Provider’s invoices must comply with local business practices.

6. Intellectual Property

Option A:

• Provider retains ownership of all intellectual property rights in the design until final payment is received.
• Upon final payment, Client shall receive a [Type of License, e.g., non-exclusive, perpetual] license to use the design for [Specific Use, e.g., the construction and use of the single-family residence].
• Provider has the right to include the design in its portfolio and submit it for industry awards.

Option B:

• All rights transferred are specific to the project agreed upon.

7. Confidentiality

Both parties agree to keep confidential all non-public information relating to this Agreement and the project. This includes, but is not limited to, client information, project data, and any culturally sensitive traditional knowledge. This obligation survives the termination of this Agreement. All standards under Hawaii's Uniform Trade Secrets Act apply.

8. Subcontracting/Assignment

Provider shall not subcontract any of the Services without the prior written consent of Client. All subcontractors must comply with applicable Hawaii licensing requirements.

9. Quality Assurance & Warranty

Provider warrants that the Services will be performed in a professional and workmanlike manner. Client shall notify Provider of any defects within [Number] days of discovery. Provider will correct any defects at no additional cost to Client, provided such defects are due to Provider's negligence. This warranty does not cover latent defects or code violations that arise due to changes in local regulations after the completion of the Services.

10. Indemnification and Limitation of Liability

Provider shall indemnify and hold harmless Client from any and all claims, damages, and expenses arising out of Provider's negligence in performing the Services. Provider's liability under this Agreement shall be limited to the amount of fees paid by Client to Provider. This limitation is in accordance with the permissible bounds of Hawaii law.

11. Termination and Suspension

Option A:

• Either party may terminate this Agreement upon [Number] days written notice if the other party breaches this Agreement.
• Client may terminate this Agreement immediately if Provider's professional license lapses.
• Provider may terminate this Agreement if Client fails to make timely payments.
• Upon termination, Client shall pay Provider for all Services performed up to the date of termination.

Option B:

• Grounds for immediate termination include local regulatory violations or unethical conduct under Hawaii's professional standards.
• Procedures for final handover of work-in-progress will be followed.

12. Force Majeure and Delay

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters (including hurricanes, tsunamis, or volcanic activity), government regulations, or labor disputes. If a force majeure event occurs, the affected party shall promptly notify the other party and the parties shall negotiate in good faith to determine an appropriate course of action.

13. Compliance with Laws

Provider shall comply with all applicable Hawaii state and county laws, including, but not limited to, the Hawaii State Procurement Code (if applicable), design professional licensing statutes (HRS §464), local zoning and cultural heritage laws, and commercial contractor requirements.

14. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through negotiation and mediation. If mediation is unsuccessful, the dispute shall be resolved in the state or federal courts located in Honolulu, Hawaii. Hawaii law shall govern this Agreement.

15. Records Retention

Provider shall retain all records relating to the Services for a period of [Number] years after the completion of the Services.

16. 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 accepted in accordance with Hawaii’s Uniform Electronic Transactions Act.

17. Insurance

Provider shall maintain professional liability insurance and general liability insurance with minimum coverage amounts of [Dollar Amount] and [Dollar Amount], respectively. Provider shall provide Client with a certificate of insurance upon request. If required, Provider shall list Client as an additional insured.

18. Non-Discrimination

Provider shall comply with all applicable Hawaii fair employment and civil rights laws and shall not discriminate against any person based on race, ancestry, gender identity, or other protected categories.

19. Indigenous Rights/Consultation

If the project involves culturally significant sites, Provider shall engage with Native Hawaiian organizations and obtain necessary cultural impact assessments.

20. Data Privacy and Cybersecurity

Provider shall implement appropriate data privacy and cybersecurity measures to protect Client data in accordance with local regulations and best practices.

21. Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.

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

[Design Service Provider Name]

By: [Design Service Provider Signature]

Name: [Design Service Provider Printed Name]

Title: [Design Service Provider Title]

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]