Massachusetts design service contract template

Massachusetts Design Service Contract

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

[Design Service Provider's Full Legal Name], a [Type of Business Entity, e.g., Massachusetts LLC], with a principal place of business at [Design Service Provider's Full Address], and contact information as follows: Phone: [Phone Number], Email: [Email Address] (hereinafter referred to as “Provider”),

and

[Client's Full Legal Name], a [Type of Business Entity, e.g., Massachusetts Corporation/Individual], with a principal place of business at [Client's Full Address], and contact information as follows: Phone: [Phone Number], Email: [Email Address] (hereinafter referred to as “Client”).

1. Scope of Services

Option A: General Description

• Provider agrees to provide Client with the following design services: [General Description of Design Services, e.g., Web Design, Graphic Design, Architectural Design, Interior Design].

Option B: Detailed Project Description

• Provider agrees to provide Client with the following design services, as further detailed in Exhibit A (Scope of Work): [Concise Overview of Project]. The scope of work includes, but is not limited to:
  • Needs assessment methodology: [Describe Methodology]
  • Deliverables: [List of Deliverables, including Format, Resolution, Prototype/Mockup Types, Revisions Allowed, Technical Standards, and Performance or Aesthetic Benchmarks]

2. Design Process and Workflow

Option A: Standard Process

• The design process will generally follow these stages: [List of Stages, e.g., Initial Consultation, Concept Development, Design Revisions, Final Delivery].

Option B: Detailed Workflow

• The design process will follow the following workflow:
  • Key Milestones: [List of Milestones with Dates or Timelines]
  • Review Stages: [List of Review Stages with Acceptance Criteria]
  • Client Approval Points: [List of Approval Points]
  • Design Changes: Changes to the design after approval at each stage may incur additional fees as outlined in Section 5. All changes must be documented and approved in writing by both parties, referencing Massachusetts change order standards when applicable.

3. Client Responsibilities

Option A: Standard Responsibilities

• Client agrees to provide Provider with all necessary materials and information to complete the project.

Option B: Detailed Responsibilities

• Client agrees to provide Provider with the following:
  • Brand Guidelines: Due by [Date]
  • Images: Due by [Date]
  • Logos: Due by [Date]
  • Technical Specifications: Due by [Date]
• Failure to provide materials by the stated deadlines may result in project delays and additional fees.

4. Communication and Project Management

Option A: Standard Communication

• Communication will primarily be conducted via email and phone.

Option B: Detailed Communication

• Designated Point of Contact for Provider: [Name], [Email], [Phone]
• Designated Point of Contact for Client: [Name], [Email], [Phone]
• Response Timeframes: [e.g., 24-48 hours]
• Working Hours: [e.g., Monday-Friday, 9am-5pm], observing Massachusetts holidays.
• Work Arrangement: [Remote/Hybrid/On-Site]
• Travel and Expense Reimbursement: If on-site work is required, Client will reimburse Provider for reasonable travel and expenses in accordance with Massachusetts Prevailing Wage Law if applicable to public/government projects, to be pre-approved by Client.

5. Project Timeline and Schedule

Option A: Estimated Timeline

• The estimated project start date is [Date] and the estimated completion date is [Date].

Option B: Detailed Timeline

• Project Start Date: [Date]
• Project Completion Date: [Date]
• Milestone Review Meetings: [List of Dates/Times for Milestone Meetings]
• Project Extensions: Any extensions to the project timeline must be agreed upon in writing by both parties and may result in additional fees. Extensions shall comply with Massachusetts commercial contracting norms.

6. Payment Terms

Option A: Fixed Price

• The total price for the design services is [Dollar Amount].

Option B: Hourly Rate

• The hourly rate for the design services is [Dollar Amount], with an upper cap of [Dollar Amount].

Payment Schedule:

• [Percentage]% upfront as a retainer.
• [Percentage]% upon completion of [Milestone].
• [Percentage]% upon final delivery and acceptance of deliverables.

Invoice Submission: Invoices will be submitted [Frequency, e.g., Monthly].

Late Payment Interest: Late payments will accrue interest at a rate of [Percentage]% per month, not to exceed the maximum allowable rate under Massachusetts usury laws.

Sales Tax: Client is responsible for applicable Massachusetts sales tax.

Tax Withholding: Client is responsible for any applicable tax withholding requirements.

7. Intellectual Property

Option A: Ownership to Client

• Upon full payment, all intellectual property rights in the final design, including copyright and trademark rights, shall transfer to Client.

Option B: Provider Retains Rights

• Provider retains all intellectual property rights in the design until full payment is received. Upon full payment, Client receives a [Type of License, e.g., perpetual, non-exclusive] license to use the final design.
• Provider's Portfolio Use: Provider may display the completed design in its portfolio for self-promotional purposes, subject to Client's confidentiality requirements as outlined in Section 8.

8. Confidentiality

Both Provider and Client agree to hold confidential all commercial, technical, and client information disclosed by the other party during the term of this Agreement and thereafter, in accordance with the Massachusetts Uniform Trade Secrets Act. This includes, but is not limited to, [List examples of confidential information].

Non-Competition/Non-Solicitation: [Include if applicable, and compliant with Massachusetts law].

9. Quality Assurance

Acceptance Tests: [Define Acceptance Tests]

Feedback Process: [Describe Feedback Process]

Revision Rounds: [Number] revision rounds are included in the project scope.

Standard of Care: Provider shall provide design services with reasonable skill and care, consistent with industry standards in Massachusetts.

Maintenance/Error Correction Period: [Duration]

Exclusions: Provider is not responsible for issues caused by client misuse or third-party interference.

10. Termination

Option A: Termination for Convenience

• Either party may terminate this Agreement upon [Number] days written notice to the other party.

Option B: Termination for Cause

• Either party may terminate this Agreement for material breach by the other party, including, but not limited to, substantial delay, non-payment, or unauthorized design use.
• Termination Consequences: In the event of termination, Client shall pay Provider for all services performed up to the date of termination. Liability for incurred costs will be assigned as appropriate based on the circumstances of the termination, in accordance with Massachusetts common contracting practices.

11. Indemnification and Liability

Provider's Liability: Provider's liability for any claim arising out of this Agreement shall be limited to the amount paid by Client to Provider under this Agreement. Provider shall not be liable for any consequential, incidental, or punitive damages. Remedies for delay, non-conformity or information breaches shall be limited as set forth herein and shall comply with Massachusetts law.

Client's Obligations: Client agrees to indemnify and hold harmless Provider from any claims arising out of Client's use of the provided materials. This clause is subject to and compliant with Massachusetts law.

12. Insurance

Provider shall maintain the following insurance coverage:

• Liability Insurance: [Coverage Amount]
• Professional Indemnity Insurance: [Coverage Amount]
• Workers' Compensation Insurance: As required by Massachusetts law.

13. Compliance with Laws

Provider shall comply with all applicable Massachusetts state and local ordinances and regulations, including professional licensing requirements, building codes, zoning laws, digital accessibility requirements, and data privacy laws.

14. Dispute Resolution

The parties agree to attempt to resolve any disputes arising out of this Agreement through good-faith negotiation. If negotiation fails, the parties agree to submit the dispute to mediation in Massachusetts, preferably using a Massachusetts mediation service. If mediation fails, the parties may pursue arbitration or litigation in the courts of the Commonwealth of Massachusetts. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Venue for any legal action shall be in [County], Massachusetts.

15. Force Majeure

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, but not limited to, severe weather, state emergencies, or public health orders, consistent with Massachusetts-appropriate language.

16. Notices

All notices and amendments must be in writing and delivered in accordance with Massachusetts law, by [Method, e.g., certified mail, email] to the addresses listed in this Agreement.

17. Miscellaneous

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

Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.

18. Anti-Discrimination

Provider shall comply with all anti-discrimination laws in employment and public accommodation as required under Massachusetts General Laws.

19. Subcontractors

Provider may use subcontractors with prior written approval from Client. Provider is responsible for ensuring that all subcontractors comply with the terms of this Agreement and all applicable Massachusetts laws.

20. Warranties and Representations

Provider warrants that the design work will be original and non-infringing. Provider shall indemnify Client against third-party intellectual property claims. Client represents that they hold all necessary rights to materials furnished to Provider.

21. Incorporation of Attachments

Exhibit A (Scope of Work) and any other attached schedules or technical documents are incorporated into this Agreement by reference. In the event of a conflict between this Agreement and any attached document, this Agreement shall control.

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's Printed Name]

Title: [Title of Representative]

____________________________

[Client's Full Legal Name]

By: [Authorized Representative's Printed Name]

Title: [Title of Representative]