Indiana design service contract template

Indiana Design Service Contract

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

• [Design Service Provider Legal Name], a [State of Incorporation, if applicable] [Entity Type, e.g., Corporation, LLC] with its principal place of business at [Business Address], Phone: [Phone Number], Email: [Email Address] (the “Designer”);
• and
• [Client Legal Name], a [State of Incorporation, if applicable] [Entity Type, e.g., Corporation, LLC, Individual] with its principal place of business at [Business Address], Phone: [Phone Number], Email: [Email Address] (the “Client”).

1. Scope of Services

• The Designer agrees to provide the following design services (the “Services”) to the Client: [Detailed description of the services, e.g., Graphic design for a marketing campaign, Interior design for a retail space, Website design and development, Architectural design for a new building. Include project-specific phases like research, ideation, concept development, revisions, and final deliverables]. The Services shall conform to generally accepted industry standards and recognized design guidelines within Indiana.
• Option A: The Services will include the following specific deliverables: [List of specific deliverables, e.g., Logos in various formats, Floor plans, Website wireframes, Construction documents].
• Option B: The Services will be performed in the following phases: [List of project phases with descriptions, e.g., Phase 1: Discovery and Research, Phase 2: Concept Development, Phase 3: Design Refinement, Phase 4: Finalization and Delivery].

2. Client Responsibilities

• The Client shall provide the Designer with all necessary information, materials, and access reasonably required for the Designer to perform the Services. This includes, but is not limited to: [List specific client responsibilities, e.g., Project requirements, Content for the design, Branding guidelines, Access to existing websites or buildings, Designated project liaison (Name: [Name], Title: [Title])].
• The Client acknowledges that timely decisions and feedback are crucial for the successful completion of the Services. The Client agrees to provide feedback and approvals within [Number] business days of receiving deliverables from the Designer.

3. Project Timeline

• The Services will commence on [Start Date] and are expected to be completed by [Completion Date].
• Option A: The project timeline includes the following milestones: [List of milestones with dates, e.g., Concept Approval - [Date], First Draft Delivery - [Date], Final Design Approval - [Date]].
• Option B: The following dates are critical deadlines for Client input: [List of deadlines for client input, e.g., Content Submission - [Date], Feedback on Initial Concepts - [Date]].
• The Designer will not be responsible for delays caused by the Client’s failure to provide timely information or approvals. Standard Indiana recognized holidays will be observed and may affect the project timeline.

4. Acceptance and Approval

• The Client shall review each deliverable provided by the Designer and notify the Designer of any acceptance or rejection within [Number] business days. Acceptance will not be unreasonably withheld.
• If the Client rejects a deliverable, the Client shall provide the Designer with specific written feedback detailing the reasons for rejection. The Designer will then revise the deliverable and resubmit it to the Client within [Number] business days.
• Final acceptance of the Services shall occur upon the Client’s written approval of the final deliverable.

5. Location of Service

• Option A: The Services will be performed remotely by the Designer.
• Option B: The Services will be performed at the Client's location at [Client's Address].
• Option C: The Services will be performed at a hybrid location, with some work done remotely and some at the Client's location.
• If on-site visits are required, the Designer will comply with all applicable Indiana workplace safety laws and regulations. Travel expenses will be reimbursed at a rate of [Dollar Amount] per mile. Per diem will be [Dollar Amount] per day for overnight travel.

6. Payment Terms

• The total fee for the Services is [Dollar Amount]. This fee is exclusive of Indiana sales tax, which will be added to each invoice as applicable.
• Option A: Payment shall be made according to the following schedule:
  • [Percentage]% as an upfront retainer, due upon execution of this Agreement.
  • [Percentage]% upon completion of [Milestone].
  • [Percentage]% upon final acceptance of the Services.
• Option B: Payment shall be made in monthly installments of [Dollar Amount], due on the [Day] day of each month.
• Payments shall be made by [Payment Method, e.g., Check, ACH, Credit Card].
• Late payments shall be subject to a late payment fee of [Percentage]% per month, or the maximum rate permitted by Indiana law, whichever is lower.
• Additional work outside the original scope of Services will be billed at an hourly rate of [Dollar Amount].

7. Intellectual Property

• The Designer retains all rights, title, and interest in and to the design concepts, preliminary sketches, and other work product created during the performance of the Services, except as specifically provided in this Agreement.
• Upon full payment of all fees due under this Agreement, the Client shall own the final accepted deliverable. The Designer grants the Client a [Type of License, e.g., perpetual, non-exclusive] license to use the final deliverable for [Specific Use, e.g., internal marketing purposes, commercial use].
• The Designer retains the right to display the final deliverable in their portfolio, unless the Client specifically requests otherwise in writing.
• Any pre-existing materials provided by the Client shall remain the property of the Client. The Client warrants that they have the right to use such materials.

8. Confidentiality

• Both parties agree to hold confidential all non-public information disclosed by the other party in connection with this Agreement. This includes, but is not limited to, business plans, marketing strategies, and financial information.
• This confidentiality obligation shall continue even after the termination of this Agreement and is subject to the Indiana Uniform Trade Secrets Act.
• If Client data is provided to the designer, the designer will comply with all applicable Indiana data privacy laws.

9. Warranty

• The Designer warrants that the Services will be performed in a professional and workmanlike manner and will conform to generally accepted industry standards within Indiana.
• The Designer will correct any defects in the final deliverable that are reported to the Designer within [Number] days of final acceptance, free of charge.
• This warranty does not apply to any defects caused by the Client's misuse or modification of the final deliverable.

10. Change Orders

• Any changes to the scope of Services must be agreed to in writing by both parties in a change order.
• The change order shall specify the changes to the Services, the revised project timeline, and any adjustments to the fees.

11. Force Majeure

• 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, war, riots, fire, floods, strikes, utility outages, or governmental regulations, consistent with Indiana-recognized grounds for force majeure.
• The affected party shall notify the other party in writing of such event and shall use reasonable efforts to mitigate the effects of the event.

12. Termination

• Option A: Either party may terminate this Agreement for material breach by the other party, provided that the breaching party is given [Number] days' written notice to cure the breach.
• Option B: The Client may terminate this Agreement for convenience upon [Number] days' written notice to the Designer. In such event, the Client shall pay the Designer for all Services performed up to the date of termination.
• Option C: The agreement will terminate automatically upon the insolvency of either party.
• Upon termination, the Designer shall deliver to the Client all work product completed up to the date of termination.

13. Remedies

• In the event of a breach of this Agreement, the non-breaching party shall be entitled to all remedies available under Indiana law, including but not limited to specific performance, injunctive relief, and monetary damages.
• Option A: Liquidated damages for late delivery of the final deliverable shall be [Dollar Amount] per day, up to a maximum of [Percentage]% of the total fee.
• Option B: The Client's sole remedy for substandard work shall be a refund of [Percentage]% of the fee for the affected deliverable.

14. Indemnification

• The Designer shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Designer's infringement of any third-party intellectual property rights. This indemnity shall not apply to content supplied by the client.
• The Client shall indemnify and hold harmless the Designer from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Client's use of the final deliverable or the Client's violation of any law or regulation.

15. Limitation of Liability

• The Designer's liability for any claim arising out of or relating to this Agreement shall be limited to the total amount of fees paid by the Client to the Designer under this Agreement.
• In no event shall the Designer be liable for any consequential, indirect, incidental, special, or punitive damages, even if the Designer has been advised of the possibility of such damages.

16. Dispute Resolution

• The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.
• If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, Indiana].
• If mediation is unsuccessful, the parties may pursue any other legal remedies available under Indiana law. This agreement shall be governed by and construed in accordance with the laws of the State of Indiana. The venue for any legal action shall be in [County Name] County, Indiana.

17. Notices

• All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the addresses set forth in the introductory paragraph of this Agreement.

18. Representations and Warranties

• Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement.
• Each party represents and warrants that it is not violating any other agreements or legal restrictions by entering into this Agreement.

19. Assignment and Subcontracting

• Option A: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Option B: The Designer may subcontract a portion of the Services, provided that the Designer remains responsible for the performance of the subcontractors. Any subcontractors must comply with all applicable Indiana licensing and registration requirements.

20. Regulatory Compliance

• The Designer shall comply with all applicable Indiana laws and regulations, including any licensing requirements for design professionals. [Include specific licensing requirements if applicable, e.g., For architectural design, the Designer must be a licensed architect in Indiana.]

21. Consumer Protection

• If the Client is an individual or small business protected by Indiana consumer protection laws, the Designer shall comply with all applicable disclosure requirements. [Include specific disclosures if applicable, e.g., Mandatory disclosures regarding contract cancellation rights.]

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 with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• This Agreement may be amended only by a written instrument signed by both parties.

24. Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.

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

____________________________

[Design Service Provider Legal Name]

By: [Name]

Title: [Title]

____________________________

[Client Legal Name]

By: [Name]

Title: [Title]