Kentucky design service contract template

Kentucky Design Service Agreement

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

• [Design Service Provider Legal Name], a [State of Incorporation] [Entity Type], with its principal place of business at [Provider Address], and Kentucky business registration number (if applicable) [Provider Business Registration Number] (hereinafter referred to as "Provider"), and
• [Client Legal Name], a [State of Incorporation] [Entity Type], with its principal place of business at [Client Address], and Kentucky business registration number (if applicable) [Client Business Registration Number] (hereinafter referred to as "Client").

1. Scope of Services

• The Provider agrees to provide the following design services to the Client: [Description of Design Services] (e.g., graphic design, industrial design, architectural design, interior design, web design).
  • Option A: The services shall include, but not be limited to: [Detailed List of Included Services].
  • Option B: The services shall specifically exclude: [Detailed List of Excluded Services].
• Project Type: [Type of Project] (e.g., graphic, industrial, architectural, interior, web, etc.)
• Design Process Steps:
  • Concept Development: [Description of Concept Development Phase]
  • Drafts: [Number] drafts will be provided to the Client for review.
  • Revisions: [Number] revisions will be included in the project scope.
  • Final Deliverables: [List of Final Deliverables and Formats] (e.g., high-resolution files, source files, prototypes). Ownership of source files: [Ownership Terms].
• Performance & Acceptance Criteria:
  • The final design must meet the following criteria: [List of Measurable Criteria].
  • Acceptance will be determined by: [Acceptance Process and Timeline].

2. Client Responsibilities

• The Client shall provide the following materials to the Provider: [List of Client Materials] (e.g., branding guides, imagery, content, specifications).
• Deadlines for providing the materials are as follows: [Deadlines for Material Delivery].
• Failure to provide materials by the deadlines may result in delays to the project timeline.

3. Location of Services

• Option A: Services will be provided remotely.
• Option B: Services will be provided on the Client's premises at [Client Address].
  • Kentucky-based site visits/travel: [Number] site visits are required to [Location].
  • Mileage reimbursement rate: [Rate] per mile, in compliance with Kentucky labor practices.

4. Project Timeline

• The project will be completed according to the following timeline:
  • Phase 1: [Phase Name] - [Start Date] to [End Date]
  • Milestone 1: [Milestone Description] - [Due Date]
  • Iteration Schedule: [Description of Iteration Schedule]
  • Approval Process: [Description of Approval Process]

5. Fees and Payment

• Option A: Fixed Price: The total fee for the services is [Dollar Amount].
• Option B: Hourly Rate: The hourly rate is [Dollar Amount] per hour.
• Option C: Milestone-Based:
  • Milestone 1: [Milestone Description] - [Dollar Amount]
  • Milestone 2: [Milestone Description] - [Dollar Amount]
• Invoicing Terms: [Invoicing Schedule] (e.g., monthly, upon completion of milestones).
• Late Payment Penalties: A late payment penalty of [Percentage]% per month will be applied to invoices not paid within [Number] days of the invoice date, compliant with Kentucky's permitted rates.
• Kentucky Sales/Use Taxes: [Sales Tax Applicability Statement] (e.g., sales tax will/will not be applied).

6. Intellectual Property and Copyright

• Option A: Upon full payment, all intellectual property rights in the final deliverables will be transferred to the Client.
• Option B: The Provider retains ownership of all intellectual property rights, granting the Client a license to use the deliverables for [Specific Use].
• Provider Portfolio Usage Rights: The Provider has the right to display the final deliverables in their portfolio.
• Kentucky-Specific Arrangements: [Details of any Kentucky-Specific IP Arrangements] (e.g., state registration if applicable).

7. Confidentiality

• Both parties agree to keep confidential all non-public information disclosed by the other party in connection with this Agreement, in accordance with Kentucky trade secrets law.
• This obligation of confidentiality shall survive termination of this Agreement as permitted by Kentucky law.

8. Conflict of Interest

The Provider warrants that it has no existing conflicts of interest that would impair its ability to perform the services under this Agreement, consistent with Kentucky’s ethical standards for professional services.

9. Professional Licensure

• [Statement Regarding Professional Licensure] (e.g., If architectural design is involved, the Provider is licensed in Kentucky as a registered architect: License Number: [License Number]).
• Kentucky Board of Architects and Engineers registration as necessary.

10. Client Compliance

The Client is responsible for ensuring that the design complies with all applicable Kentucky building codes, accessibility, and safety regulations.

11. Quality Assurance and Defect Remedy

• The Provider warrants that the services will be performed in a professional and workmanlike manner.
• Defect Remedy Period: The Client has [Number] days to notify the Provider of any defects.
• Remedy: The Provider will correct any defects at no additional cost to the Client within [Number] days of notification, referencing Kentucky’s implied warranties for service quality and re-performance timelines.

12. Change Orders

Any changes to the scope of services, fees, or timeline must be documented in a written change order signed by both parties, as is customary in Kentucky design practice.

13. Indemnification, Limitation of Liability, and Insurance

• The Provider shall indemnify and hold harmless the Client from and against any claims, damages, or expenses arising out of the Provider's negligence in performing the services, adhering to Kentucky statutory minimums.
• Limitation of Liability: The Provider's liability shall be limited to the amount of fees paid by the Client under this Agreement.
• Insurance: The Provider maintains professional liability insurance with coverage of at least [Dollar Amount].

14. Force Majeure

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, or government regulation, as recognized under Kentucky law.

15. Termination

• This Agreement may be terminated as follows:
  • For Breach: By either party if the other party breaches this Agreement and fails to cure the breach within [Number] days of written notice.
  • Mutual Agreement: By mutual written agreement of both parties.
  • Non-Payment: By the Provider if the Client fails to pay invoices within [Number] days of the due date.
  • Insolvency: By either party if the other party becomes insolvent or files for bankruptcy.
  • Force Majeure: As described in Section 14.
  • Notice Requirements: [Number] days written notice is required for termination.
  • Obligations for Work-in-Progress: Upon termination, the Client shall pay the Provider for all work completed up to the date of termination.

16. Dispute Resolution

• Any disputes arising out of or relating to this Agreement shall be resolved as follows:
  • Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.
  • Mediation/Arbitration: If negotiation fails, the parties shall submit the dispute to mediation or arbitration in [City, Kentucky], according to Kentucky statutes.
  • Exclusive jurisdiction and venue in the appropriate Kentucky courts or arbitration centers.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, specifically referencing the Kentucky Uniform Commercial Code and Kentucky professional service statutes as appropriate.

18. Data Security and Privacy

The Provider shall comply with all applicable Kentucky and federal data security and privacy laws, including the handling of personal information and cybersecurity.

19. Supplementary Provisions

[Industry-Specific Provisions] (e.g., sustainability certifications for architectural design, Kentucky-specific digital accessibility requirements, engineering stamp requirements).

20. Assignment/Subcontracting

Neither party may assign or subcontract its rights or obligations under this Agreement without the express written consent of the other party, following Kentucky legal limits on delegation of professional services.

21. Amendments

Any amendment to this Agreement must be in writing and signed by both parties to be enforceable under Kentucky law.

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. Survival

The obligations of confidentiality, indemnification, and limitation of liability shall survive termination of this Agreement.

24. Definitions

• [Definition of Key Term 1]: [Explanation]
• [Definition of Key Term 2]: [Explanation]

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

[Design Service Provider Legal Name]

By: [Provider Name]

Title: [Provider Title]

[Client Legal Name]

By: [Client Name]

Title: [Client Title]