Illinois design service contract template

Illinois Design Service Contract

This Illinois Design Service Contract is made and entered into as of [Date of Execution], by and between:

• [Design Service Provider's Full Legal Name], a [Entity Type, e.g., corporation, LLC, sole proprietorship] organized under the laws of [State of Registration], with its principal place of business at [Business Address], hereinafter referred to as "Designer," and
• [Client's Full Legal Name], a [Entity Type, e.g., corporation, LLC, sole proprietorship] organized under the laws of [State of Registration], with its principal place of business at [Business Address], hereinafter referred to as "Client."

Designer and Client are each referred to herein as a "Party" and collectively as the "Parties."

1. Scope of Services

• Option A: The Designer shall provide the following design services to the Client: [Detailed Description of Design Services, e.g., graphic design for marketing materials, UI/UX design for a mobile application, architectural drafting for a residential building]. This includes but is not limited to:
  • [Project Objectives]
  • [Design Concepts]
  • [Research Phases]
  • [Development Milestones]
  • [Review Points]
  • [Presentation Requirements]
  • [Final Deliverables]
• Option B: The Designer will provide services as detailed in the attached Statement of Work (Exhibit A). The Statement of Work is incorporated into and made a part of this Agreement.
• Option C: Designer will provide design services as directed by client during the project's life-cycle.

2. Design Specifications

• Option A: The design services shall conform to the following specifications:
  • [Format Specifications, e.g., digital files, physical prototypes]
  • [Permissible Media]
  • [Required File Types]
  • [Dimensional Requirements]
  • [Color Standards, e.g., Pantone, CMYK]
  • [Other Technical Criteria]
• Option B: All specifications are detailed in Exhibit B, Design Specifications.

3. Project Timeline

• Option A: The project timeline is as follows:
  • Start Date: [Start Date]
  • End Date: [End Date]
  • Milestone Delivery Schedules: [List of Milestones and Delivery Dates]
  • Draft Review Deadlines: [Deadlines for Client Review of Drafts]
  • Feedback Response Periods: [Timeframe for Client Feedback]
  • Approval Process: [Process for Formal Sign-Offs]
• Option B: The Project Timeline will be determined as the project develops. Either party can request a Project Timeline at any point during the project, and one will be mutually agreed upon.

4. Client Responsibilities

• Option A: The Client shall provide the following materials and information to the Designer:
  • [Brand Guidelines]
  • [Imagery]
  • [Product Information]
  • [Proprietary Data]
  • Quality Requirements: [Specify Quality Requirements]
  • Format Requirements: [Specify Format Requirements]
  • Delivery Deadlines: [Specify Delivery Deadlines]
• Option B: The Client is responsible for providing all necessary information and approvals in a timely manner to facilitate the Designer's performance.

5. Collaboration and Communication

• Option A: The Parties shall communicate as follows:
  • Designated Points of Contact: [Designer Contact], [Client Contact]
  • Required Meeting Attendance: [Frequency and Location of Meetings]
  • Communication Protocol: [Preferred Method of Communication, e.g., email, phone]
  • Expected Response Times: [Timeframe for Responses]
• Option B: The parties agree to communicate regularly via email or phone to facilitate collaboration and project progress.

6. Location of Work

• Option A: The Designer will perform the services [Remote, Client Location in Illinois, Other Site].
• Option B: If on-site work is required, the following applies:
  • On-Site Work Requirements: [Specify On-Site Requirements]
  • Illinois Travel Reimbursement Policy: The Client shall reimburse the Designer for reasonable travel expenses in accordance with IRS standards/Illinois Department of Labor regulations.

7. Fees and Payment

• Option A: The Client shall pay the Designer as follows:
  • Fee Structure: [Fixed Price, Hourly, By Milestone, Phased Pricing]
  • Total Fee: [Total Amount]
  • Payment Schedule: [Detailed Payment Schedule Tied to Project Phases or Deliverables]
  • Accepted Payment Methods: [e.g., Check, Electronic Transfer]
  • Invoicing Procedure: [e.g., Monthly, Upon Completion of Milestones]
  • Applicable Illinois Taxes: The Client is responsible for paying applicable Illinois local sales taxes or service taxes, considering Chicago and Cook County tax surcharges where relevant.
• Option B: The hourly rate for services is $[Amount]. Designer will submit invoices bi-weekly. Client will pay invoice within [Number] days of receipt.

8. Intellectual Property

• Option A: Upon full payment, the Designer shall transfer all intellectual property rights in the final deliverables to the Client, including copyright, trademarkable assets, and patentable concepts, referencing Illinois and federal IP law (e.g., Copyright Act compliance).
• Option B: The Designer retains the right to display the final deliverables in their portfolio for promotional purposes.
• Option C: Designer retains all rights to initial concepts. Only final agreed-upon designs will be owned by the Client upon completion of project.

9. Third-Party Materials

• Option A: The Designer is responsible for procuring licenses for any third-party materials, such as stock images or fonts. The Client shall indemnify the Designer for any claims arising from the use of such materials.
• Option B: Client is responsible for providing all materials used in the design, and attests that it has the rights to use all materials.

10. Confidentiality

• Option A: The Parties agree to hold each other's confidential information in confidence, referencing the Illinois Trade Secrets Act. This obligation shall survive termination of this Agreement.
• Option B: This agreement does not include any exchange of confidential information.

11. Compliance with Laws

• Option A: The Designer shall comply with all applicable Illinois and federal laws and regulations, including the Illinois Consumer Fraud and Deceptive Business Practices Act and any relevant professional licensing requirements.
• Option B: Designer maintains all required licenses to operate their design business in the State of Illinois.

12. Quality Assurance

• Option A: The Designer warrants that the final deliverables will meet the specifications outlined in this Agreement. The Client shall have [Number] days to inspect the deliverables and notify the Designer of any defects.
• Option B: Any defects must be clearly documented and reported to the Designer within the specified timeframe.

13. Liability

• Option A: Each Party's liability for any breach of this Agreement shall be limited to direct damages. Neither Party shall be liable for consequential damages, considering Illinois limitations on consequential damages where applicable.
• Option B: Designer is not responsible for any damages, losses, or mis-use of products resulting from the design after the client receives and approves the project.

14. Force Majeure

• Option A: 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 severe weather, labor stoppages, or government actions relevant in Illinois.
• Option B: Designer shall be released from liability in cases of Acts of God.

15. Amendments

• Option A: This Agreement may be amended only by a written instrument signed by both Parties.
• Option B: Amendments to the statement of work (Exhibit A) may be made via email by both parties.

16. Termination

• Option A: This Agreement may be terminated as follows:
  • For Cause: By either Party for material breach of this Agreement.
  • For Convenience: By either Party upon [Number] days' written notice.
  • Mutual Agreement: By written agreement of both Parties.
• Option B: The client may terminate the agreement at any time, but is responsible for payment for all work completed at the time of termination.

17. Dispute Resolution

• Option A: Any disputes arising under this Agreement shall be resolved through good faith negotiation. If negotiation fails, the Parties agree to submit the dispute to mediation or binding arbitration in accordance with the Illinois Uniform Arbitration Act.
• Option B: Any legal disputes will be settled in the court nearest the designer's place of business.

18. Insurance

• Option A: The Designer shall maintain professional liability/errors and omissions insurance with an Illinois-licensed insurer.
• Option B: Designer has professional liability insurance. Proof of insurance can be provided upon request.

19. Representations and Warranties

• Option A: Each Party represents and warrants that it has the authority to enter into this Agreement. The Designer warrants that the services will be performed in a professional manner.
• Option B: Client represents that all materials and instructions provided to the designer do not violate any third-party rights.

20. Data Privacy

• Option A: The Parties shall comply with all applicable data privacy laws, including the Illinois Personal Information Protection Act and the Biometric Information Privacy Act.
• Option B: This project does not involve any exchange of personal data.

21. Independent Contractor

• Option A: The Designer is an independent contractor and not an employee or agent of the Client.
• Option B: The designer is responsible for all taxes associated with income received from this agreement.

22. Severability

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

23. Entire Agreement

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

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

____________________________

[Design Service Provider's Full Legal Name]

By: [Authorized Representative Name]

Title: [Title]

____________________________

[Client's Full Legal Name]

By: [Authorized Representative Name]

Title: [Title]