Iowa design service contract template

Iowa Design Service Contract

Contract Title: [Contract Title]

Signing Date: [Date]

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

• Design Service Provider:
  • Full Legal Name: [Service Provider Full Legal Name]
  • Business Address: [Service Provider Business Address]
  • Phone Number: [Service Provider Phone Number]
  • Email Address: [Service Provider Email Address]
• Client:
  • Full Legal Name: [Client Full Legal Name]
  • Business Address: [Client Business Address]
  • Phone Number: [Client Phone Number]
  • Email Address: [Client Email Address]

1. Scope of Design Services

• Option A: General Description
  • The Design Service Provider agrees to provide the following design services to the Client: [Detailed Description of Design Services]. This includes, but is not limited to: consultation, concept development, draft submissions, revisions, final deliverables, and production-ready files.
• Option B: Industry-Specific Description (Choose one)
  • Graphic Design: Creation of [Specific graphic design deliverables, e.g., logo, website design, marketing materials].
  • Interior Design: Design and space planning for [Specific location, e.g., residential, commercial space].
  • Architectural Design: Architectural design services in accordance with the Iowa Architects Licensing Act, including [Specify services, e.g., schematic design, design development, construction documents].
  • Web Design: Design, development, and implementation of a website, compliant with ADA accessibility standards under Iowa law.
  • Product Design: Design and prototyping of [Specific product description].
  • Other: [Describe the design services in detail specific to the service being provided].
• Option C: Related Technical Services
  • Vendor Selection: Assist Client in selecting appropriate vendors for [Specify type of vendor, e.g., printing, manufacturing, web hosting].
  • Print Supervision: Supervise the printing process to ensure quality control.

2. Project Phases and Milestones

• Option A: Standard Milestones
  • Phase 1: Consultation and Concept Development - Completion Date: [Date], Acceptance Criteria: [Specific Acceptance Criteria]
  • Phase 2: Draft Submissions - Completion Date: [Date], Acceptance Criteria: [Specific Acceptance Criteria]
  • Phase 3: Revisions - Completion Date: [Date], Acceptance Criteria: [Specific Acceptance Criteria]
  • Phase 4: Final Deliverables - Completion Date: [Date], Acceptance Criteria: [Specific Acceptance Criteria]
• Option B: Detailed Milestone Schedule
  • [List each project phase with specific tasks, timelines, and acceptance criteria for each phase. Must be compliant with Iowa acceptance criteria standards.]

3. Deliverables

• Option A: General Deliverables
  • The Design Service Provider will deliver the following to the Client: [Detailed description of deliverables, including formats, media, color specifications, resolution, and compliance with relevant Iowa industry standards].
• Option B: Specific Deliverables
  • Final Designs: Delivered in [File Format] format, at [Resolution], using [Color Specification].
  • Working Files: Delivered in [File Format] format.
  • Production-Ready Files: Prepared for [Specific output, e.g., print, web].
• Option C: Iowa Legal/Regulatory Approvals
  • The Client is responsible for obtaining all necessary legal or regulatory approvals at the state or municipal level in Iowa.

4. Client Responsibilities

• Option A: Standard Responsibilities
  • The Client agrees to provide timely input, assets, brand guidelines, and decision points to the Design Service Provider.
• Option B: Specific Responsibilities and Deadlines
  • Provide Brand Guidelines: Deadline: [Date]
  • Provide Assets: Deadline: [Date]
  • Approve Drafts: Within [Number] days of submission.
• Option C: Delay Recourse (Iowa Contract Law)
  • If the Client's delay causes project delays, the Design Service Provider may adjust the project timeline and associated fees, subject to Iowa contract law.

5. Project Location

• Option A: Remote
  • Services will be performed remotely.
• Option B: On-Site (Iowa Location)
  • Services will be performed on-site at [Location].
• Option C: Hybrid
  • Services will be performed both remotely and on-site. Site visits will occur [Frequency] and last [Duration]. The Client will reimburse the Design Service Provider for travel expenses in accordance with [Iowa statutory per diem or mileage rules, if applicable].

6. Service Fees

• Option A: Fixed Fee
  • The total fixed fee for the design services is [Dollar Amount].
• Option B: Hourly Rate
  • The hourly rate for the design services is [Dollar Amount].
• Option C: Phased Payment
  • Payment Schedule:
    • Phase 1: [Dollar Amount] upon commencement.
    • Phase 2: [Dollar Amount] upon completion of [Milestone].
    • Phase 3: [Dollar Amount] upon final delivery.
• Option D: Retainer
  • A retainer fee of [Dollar Amount] is due upon signing this agreement. This will be credited towards the final invoice.

7. Payment Schedule and Invoicing

• Option A: Standard Payment Terms
  • Invoices will be submitted [Frequency]. Payment is due within [Number] days of invoice date.
• Option B: Detailed Payment Schedule
  • [List each payment date, amount, and associated milestone].
• Option C: Iowa Sales/Use Tax
  • The Client is responsible for paying Iowa sales/use tax, if applicable, as per Iowa Department of Revenue guidelines. The tax rate is [Percentage]%. Tax-exempt criteria: [Specify criteria, if applicable].

8. Late Payment Remedies (Iowa Law)

• Option A: Interest on Late Payments
  • Late payments will accrue interest at a rate of [Percentage]% per month, subject to Iowa’s statutory interest rate limits (Iowa Code Ch. 535).
• Option B: Suspension of Services
  • The Design Service Provider may suspend services if payment is not received within [Number] days of the due date.

9. Intellectual Property Ownership and Usage Rights

• Option A: Ownership with Designer Until Final Payment
  • Copyright remains with the Design Service Provider until final payment is received.
• Option B: Transfer of Ownership
  • Upon final payment, ownership of final designs, working files, and other IP will transfer to the Client, as per Iowa law.
• Option C: Usage Rights
  • The Client has the right to use the final designs for [Specify usage rights, e.g., commercial, non-commercial, specific territories].
  • The Design Service Provider retains the right to use the designs in their portfolio.
  • Moral rights waiver: [Include if applicable, complying with Iowa law].

10. Confidentiality

• Option A: Standard Confidentiality
  • Both parties agree to keep confidential all business practices, proprietary information, and client data.
• Option B: Non-Disclosure of Trade Secrets (Iowa Uniform Trade Secrets Act)
  • Both parties agree not to disclose trade secrets as protected under the Iowa Uniform Trade Secrets Act (Iowa Code Ch. 550).

11. Data Privacy and Information Security

• Option A: General Data Privacy
  • The Design Service Provider will comply with the Iowa Electronic Records and Signature Act.
• Option B: Specific Data Security Measures
  • [Detail specific data security measures to be implemented].
  • If handling client, customer, or student data, comply with sector-specific privacy mandates.

12. Communication Protocols

• Option A: Standard Communication
  • Primary Point of Contact (Design Service Provider): [Name], [Email], [Phone Number]
  • Primary Point of Contact (Client): [Name], [Email], [Phone Number]
• Option B: Response Times
  • The Design Service Provider will respond to inquiries within [Number] business days.
• Option C: Escalation Path
  • If a response is not received within the specified timeframe, the Client should contact [Name], [Email], [Phone Number].

13. Quality Assurance

• Option A: General Quality Assurance
  • The Design Service Provider warrants that the services will be performed in a professional manner.
• Option B: Acceptance Period and Criteria
  • The Client has [Number] days to review and accept or reject the deliverables. Criteria for defects: [Specify criteria].
• Option C: Warranty and Maintenance
  • The Design Service Provider warrants against errors or omissions for [Number] days. Defect correction timelines: [Specify timelines]. Maintenance/support coverage: [Describe if applicable].

14. Limitation of Liability

• Option A: Standard Limitation
  • The Design Service Provider is not liable for external factors such as third-party vendor performance or client-provided materials.
• Option B: Iowa Rules on Exculpatory Clauses
  • This agreement does not waive liability for intentional misconduct or gross negligence, as per Iowa law.

15. Force Majeure

Neither party shall be liable for delays or failure to perform caused by events beyond their reasonable control, including but not limited to acts of God, war, terrorism, or governmental regulations, as interpreted under Iowa precedent. Prompt notice is required.

16. Change Orders

• Option A: Standard Change Order Process
  • Any changes to the scope of work must be documented in a written change order signed by both parties, as mandated by Iowa law.
• Option B: Pricing Revisions
  • Change orders may result in revisions to the project pricing.

17. Termination

• Option A: Grounds for Termination
  • This agreement may be terminated for breach, convenience, nonperformance, or mutual agreement.
• Option B: Notice Period
  • The terminating party must provide [Number] days prior written notice, following Iowa notice requirements.
• Option C: Obligations Upon Termination
  • Upon termination, the Client shall pay for services rendered up to the date of termination. Both parties shall return or destroy IP and confidential information.

18. Remedies for Breach

• Option A: Standard Remedies
  • In the event of a breach of this agreement, the non-breaching party may seek remedies available under Iowa law, including damages and specific performance.
• Option B: Liquidated Damages
  • Liquidated damages: [Specify amount or formula], which must be enforceable under Iowa law (not punitive)].
• Option C: Limitation of Liability
  • Limits on liabilities: [Specify limits, subject to Iowa public policy].

19. Dispute Resolution

• Option A: Dispute Resolution Process
  • Any disputes arising out of this agreement shall be resolved through negotiation, followed by mediation. If unresolved, the parties may pursue arbitration or civil litigation.

20. Governing Law and Venue

This agreement shall be governed by and construed in accordance with the laws of the State of Iowa. Venue shall be in [County/District Court], Iowa.

21. Waiver of Jury Trial

The parties agree to waive their right to a jury trial, if appropriate and enforceable in Iowa.

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, in compliance with Iowa judicial standards.

23. Representations and Warranties

• Option A: Standard Representations
  • Both parties represent and warrant that they have the authority to enter into this agreement.
• Option B: Designer Warranties
  • The Design Service Provider warrants that the services will not infringe third-party rights or violate any Iowa regulations.

24. Iowa Licensing Requirements (If Applicable)

• Option A: Disclosure of Licensure
  • If the design services require a license under Iowa Code Ch. 544A, 544B, or 544C, the Design Service Provider’s license number is [License Number].
• Option B: Compliance with Licensing Laws
  • The Design Service Provider will comply with all applicable Iowa licensing requirements.

25. Assignment and Subcontracting

• Option A: Assignment
  • Neither party may assign this agreement without the prior written consent of the other party.
• Option B: Subcontracting
  • The Design Service Provider may subcontract services with the Client's consent. All Iowa-licensed subconsultants must be used if the work includes regulated design elements.

26. Insurance and Indemnification

• Option A: Insurance Requirements
  • The Design Service Provider shall maintain minimum insurance coverage for design malpractice or professional liability under Iowa standards.
• Option B: Indemnification
  • Both parties agree to indemnify and hold each other harmless from any claims arising out of this agreement. Indemnity types include [Defense, Hold Harmless, etc.]
• Option C: Specify minimum insurance coverage required. [Amount]

27. Entire Agreement, Amendment, and Waiver

This agreement constitutes the entire agreement between the parties and supersedes all prior representations and agreements. Any amendment or waiver must be in writing and signed by both parties, as allowed by Iowa law.

28. Records Retention and Audit Rights (If Applicable)

[Specify requirements for records retention and audit rights, referencing Iowa Open Records Act obligations, if applicable for public or institutional clients].

29. Compliance with Laws

Both parties agree to comply with all applicable federal, state, and city regulations affecting design works in Iowa, such as non-discrimination/ADA compliance as mandated by Iowa Code Ch. 216, and environmental or safety rules for certain physical works.

30. Public Funding Clauses (If Applicable)

[If the project is publicly funded or for governmental bodies, add required clauses under Iowa public procurement and ethics statutes and contract disclosure rules, such as no conflicts of interest or gift prohibitions].

31. Plain Language

The parties agree that this agreement is written in clear and unambiguous language, avoiding legal jargon that could invalidate the contract under Iowa’s “plain language” principle.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Signing Date.

____________________________

[Service Provider Full Legal Name]

____________________________

[Client Full Legal Name]