Idaho design service contract template

Idaho Design Service Contract

This Idaho Design Service Contract (the “Agreement”) is made and entered into as of this [Date], by and between:

[Design Service Provider Name], a [State] [Entity Type, e.g., Corporation] with its principal place of business at [Design Service Provider Address], Idaho Business Registration Number [Idaho Business Registration Number], hereinafter referred to as “Provider,” and

[Client Name], a [State] [Entity Type, e.g., Individual] with its principal place of business at [Client Address], hereinafter referred to as “Client.”

1. Scope of Services

Option A: Detailed Description

The Provider agrees to provide the following design services to the Client: [Detailed Description of Services, e.g., architectural design, graphic design, including specific deliverables, quantities, sizes, materials, software to be used, and project phases].

Option B: Summary Description with Exhibits

The Provider agrees to provide the design services as described in Exhibit A attached hereto (the “Services”).

2. Project Location

Option A: On-Site

The design services will be performed primarily at the following location: [Project Location in Idaho].

Option B: Remote

The design services will be performed remotely.

Option C: Hybrid

The design services will be performed both remotely and on-site at [Project Location in Idaho]. Travel expenses will be reimbursed according to the following policy: [Local Travel Policies, Per Diem, Reimbursement Requirements].

3. Client Responsibilities

Option A: General Responsibilities

The Client shall provide timely input, background information, approvals, and proprietary content or branding materials as reasonably requested by the Provider. The Client's response time for approvals shall not exceed [Number] business days.

Option B: Specific Responsibilities

The Client shall be responsible for the following specific tasks: [List of Specific Client Responsibilities].

4. Project Timeline

Option A: Detailed Timeline

The project timeline is as follows: [Detailed Milestones, Intermediate Deadlines, and Criteria for Phase Acceptance].

Option B: Timeline with Adjustments

The project timeline is as follows: [Detailed Milestones, Intermediate Deadlines, and Criteria for Phase Acceptance]. Extensions to the timeline due to client delays, force majeure events, or regulatory approval processes (including Idaho building or zoning approvals) will be subject to written agreement and may result in additional fees.

5. Fees and Payment

Option A: Fixed Fee

The total service fee for the Services is [Dollar Amount]. Payment shall be made according to the following schedule: [Payment Schedule, Invoicing Format, Method of Payment]. This fee [includes/excludes] Idaho state and local sales or use tax.

Option B: Hourly Rate

The Provider's hourly rate is [Dollar Amount]. The estimated total fee is [Dollar Amount], but the actual fee may vary depending on the actual time spent on the project. Payment shall be made according to the following schedule: [Payment Schedule, Invoicing Format, Method of Payment]. This fee [includes/excludes] Idaho state and local sales or use tax.

6. Intellectual Property

Option A: Client Ownership

All intellectual property created as a result of the Services, including final designs, preliminary drafts, and source files, shall be owned by the Client.

Option B: Provider Ownership with License

The Provider shall retain ownership of all intellectual property created as a result of the Services. The Client shall have a non-exclusive license to use the final designs for [Specific Use].

Option C: Joint Ownership

Ownership of intellectual property will be jointly held between client and provider. Specific use rights and restrictions will be agreed upon in writing and appended to this agreement.

7. Promotional Use

Option A: Provider Right

The Provider shall have the non-exclusive right to display finished projects or images for promotional purposes, subject to Client approval, which will not be unreasonably withheld.

Option B: No Provider Right

The Provider shall not display finished projects or images for promotional purposes without the Client's prior written consent.

8. Confidentiality

Option A: Standard Clause

Both parties agree to hold confidential all proprietary information, trade secrets, and sensitive data shared in the process of this Agreement, as defined under the Idaho Trade Secrets Act. This obligation shall continue for [Number] years after termination of this Agreement.

Option B: Detailed Clause

Both parties agree to hold confidential all proprietary information, trade secrets, and sensitive data shared in the process of this Agreement, including but not limited to [List of Specific Confidential Information], as defined under the Idaho Trade Secrets Act. This obligation shall continue for [Number] years after termination of this Agreement.

9. Data Protection

Option A: Compliance Clause

Both parties shall comply with all applicable Idaho and federal privacy standards for data associated with the design work.

Option B: Specific Measures

Both parties shall comply with all applicable Idaho and federal privacy standards for data associated with the design work and shall implement the following specific data protection measures: [List of Data Protection Measures].

10. Quality Assurance

Option A: General Clause

The Provider shall provide design services that meet industry standards and are free from defects. The Client shall have [Number] days to provide feedback and request corrections or amendments.

Option B: Detailed Clause

The Provider shall provide design services that meet the following specific quality assurance criteria: [List of Quality Assurance Criteria]. The Client shall have [Number] days to provide feedback and request corrections or amendments. Remedies for non-conforming or defective work are limited to: [List of Remedies].

11. Post-Delivery Support

Option A: No Support

The Provider has no obligation to provide post-delivery support.

Option B: Limited Support

The Provider shall provide post-delivery support for [Number] days after delivery. This support shall include [Scope of Support].

Option C: Ongoing Support

The provider shall provide ongoing support as outlined in Exhibit B for a fee of [fee amount] per [time period].

12. Scope Changes

Option A: Change Order Process

Any changes to the scope of the Services shall be subject to a written change order signed by both parties, specifying the changes, the effect on the deadline, and the effect on the fees.

Option B: Limited Changes

The Client is entitled to [Number] rounds of revisions. Any further changes to the scope of the Services shall be subject to a written change order signed by both parties, specifying the changes, the effect on the deadline, and the effect on the fees.

13. Termination

Option A: Termination Clause

Either party may terminate this Agreement upon [Number] days written notice to the other party for breach of contract, non-payment, persistent non-cooperation, or mutual agreement.

Option B: Termination with Cause

Either party may terminate this Agreement immediately upon written notice to the other party for material breach of contract, including but not limited to: [List of Material Breaches, e.g., failure to meet Idaho-specific licensing requirements, late deliverables, or confidentiality breaches].

14. Default and Remedies

Option A: Standard Remedies

In the event of default or material breach by either party, the non-breaching party shall be entitled to all remedies available under Idaho law, including but not limited to damages, specific performance, and injunctive relief.

Option B: Limited Liability

In the event of default or material breach by the Provider, the Client's damages shall be limited to the amount of fees paid to the Provider under this Agreement.

15. Compliance with Laws

Option A: General Compliance

The Provider shall comply with all applicable federal, state (Idaho), and local laws and ordinances relevant to the design services, including ADA accessibility and Idaho environmental regulations.

Option B: Specific Compliance

The Provider shall comply with all applicable federal, state (Idaho), and local laws and ordinances relevant to the design services, including ADA accessibility, Idaho environmental regulations, and Idaho building codes [if applicable, specify relevant codes].

16. Force Majeure

Option A: Standard Clause

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, flood, or other natural disaster (including Idaho-specific events such as wildfires), or pandemic.

Option B: Detailed Clause

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, flood, or other natural disaster (including Idaho-specific events such as wildfires), or pandemic. The affected party shall give prompt written notice to the other party of such event and shall use commercially reasonable efforts to mitigate the effects of such event.

17. Governing Law and Dispute Resolution

Option A: Idaho Law and Courts

This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho. Any disputes arising out of or relating to this Agreement shall be resolved in the state courts of Idaho.

Option B: Arbitration

This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho. Any disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in [City, Idaho] in accordance with the rules of the American Arbitration Association.

18. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, registered or certified, postage prepaid, addressed to the party at the address set forth above.

19. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter.

20. Amendment

This Agreement may be amended only by a writing signed by both parties.

21. Severability

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

22. 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 Idaho's Uniform Electronic Transactions Act.

23. Assignment

Option A: No Assignment

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

Option B: Assignment Allowed

This Agreement may be assigned by [Client/Provider] to any affiliate or subsidiary without the consent of the other party.

24. Insurance

The Provider shall maintain the following insurance coverage: [Specify Insurance Coverage, including Professional Liability/Errors and Omissions Insurance, Worker’s Compensation, General Liability Insurance, referencing Idaho-specific insurance minimums or industry standards].

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

[Design Service Provider Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Client Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]