Michigan design service contract template

Michigan Design Service Contract

Date: [Date of Signing]

This Michigan Design Service Contract (the “Agreement”) is made and entered into as of the date above, by and between:

• [Design Service Provider Legal Name], a [Business Entity Status, e.g., Michigan Limited Liability Company] with a principal place of business at [Design Service Provider Principal Address], Phone: [Design Service Provider Phone], Email: [Design Service Provider Email] (hereinafter referred to as “Designer”), and Michigan business registrations: [Michigan business registrations, if applicable. e.g., Assumed Name Certificate filed with [County Clerk]].
• [Client Legal Name], a [Business Entity Status, e.g., Michigan Corporation] with a principal place of business at [Client Principal Address], Phone: [Client Phone], Email: [Client Email] (hereinafter referred to as “Client”).

1. Project Scope

• Option A: Detailed Project Description
  • The Designer shall provide the following design services to the Client: [Detailed Description of Design Services, e.g., graphic design, industrial design, interior design, architectural design, or digital/UI-UX design]. The business purpose of the deliverables is [Business Purpose of Deliverables]. The intended use/medium is [Intended Use/Medium, e.g., commercial print, digital/web, product packaging]. Context relevant to the Michigan market: [Michigan Market Context].
• Option B: Summary Project Description with Exhibit
  • The Designer shall provide the design services described in Exhibit A attached hereto.

2. Deliverables

• Option A: Comprehensive List
  • The Designer shall provide the following deliverables:
    • [Deliverable 1 Name]: [Format, Medium, Color Profiles, Resolution, Software Versions, Production Files, Prototypes, Versioning Requirements, Functional and Aesthetic Specifications].
    • [Deliverable 2 Name]: [Format, Medium, Color Profiles, Resolution, Software Versions, Production Files, Prototypes, Versioning Requirements, Functional and Aesthetic Specifications].
    • [Deliverable 3 Name]: [Format, Medium, Color Profiles, Resolution, Software Versions, Production Files, Prototypes, Versioning Requirements, Functional and Aesthetic Specifications].
    • Etc.
• Option B: General Description with Specifications Document
  • The Designer shall provide the deliverables as detailed in the Deliverables Specification Document attached as Exhibit B.

3. Milestone Schedule & Acceptance

• Option A: Defined Milestones with Dates
  • The project will proceed according to the following milestones:
    • Milestone 1: [Milestone Description]. Completion Date: [Date]. Acceptance Criteria: [Acceptance Criteria].
    • Milestone 2: [Milestone Description]. Completion Date: [Date]. Acceptance Criteria: [Acceptance Criteria].
    • Milestone 3: [Milestone Description]. Completion Date: [Date]. Acceptance Criteria: [Acceptance Criteria].
    • Etc.
• Option B: Phased Approach with Review Points
  • Phase 1: [Phase Description]. Review Point: [Review Point Description]. Approval Deadline: [Business Days] from presentation.
  • Phase 2: [Phase Description]. Review Point: [Review Point Description]. Approval Deadline: [Business Days] from presentation.
  • Etc.

4. Client Obligations

• The Client shall provide the following to the Designer:
  • Required Input: [Description of Required Input].
  • Reference Materials: [List of Reference Materials, e.g., Brand Guidelines].
  • Feedback/Approval Response Time: [Number] Michigan business days.
  • Ownership/Licensing of Supplied Materials: The Client warrants that it owns or has licensed all materials provided to the Designer and that use of these materials will not infringe upon the rights of any third party.

5. Location of Services and Travel

• Option A: On-Site Services
  • Services will be rendered at the Client's Michigan location: [Client Address]. Client site access terms: [Access Terms].
• Option B: Remote Services
  • Services will be rendered remotely.
• Option C: Hybrid Services
  • Services will be rendered both at the Client's Michigan location and remotely. Travel requirements: [Travel Requirements]. Reimbursement for in-state travel will be at the current Michigan statutory reimbursement maximum.

6. Service Fees and Payment

• Option A: Fixed Fee
  • The total fixed fee for the services is [USD Amount] USD.
    • Payment Schedule:
      • [Percentage]% upon signing of this Agreement.
      • [Percentage]% upon completion of Milestone [Milestone Number].
      • [Percentage]% upon final delivery and acceptance of all Deliverables.
• Option B: Hourly Rate
  • The hourly rate for the Designer’s services is [USD Amount] USD per hour. Designer will provide detailed invoices conforming to Michigan commercial practices, including required tax identification numbers.

Michigan sales/use tax [will/will not] apply to the services. Tax Identification Number (TIN): [TIN, if applicable].

7. Late Payment

Late payments shall accrue interest at a rate of [Percentage]% per month, not to exceed the legal limit allowed under Michigan law.

8. Intellectual Property

Upon full payment, copyright and moral rights for custom design works, as required by the Client, are transferred to the Client. The Designer retains the right to reuse generic elements and display the work in their portfolio. Record-taking of assignment shall comply with Michigan law.

9. Ownership and Retrieval of Source Files

Upon project completion, Client will be provided with source files. Designer will retain a copy of the source files for [Number] years, after which they may be destroyed, subject to Michigan records retention rules.

10. Confidentiality

Both parties shall safeguard all business, product, customer, and design information obtained during the project, using nondisclosure standards compliant with Michigan law. These obligations survive termination of this Agreement.

11. Proprietary Rights and Indemnification

Each party shall indemnify and hold harmless the other from any and all claims, damages, losses, and expenses arising out of or relating to any unauthorized third-party IP use. This clause is interpreted according to Michigan’s statutory and case law standards.

12. Conflict of Interest

The Designer shall not work with direct competitors of the Client in Michigan markets during the term of this Agreement, unless otherwise agreed to in writing by the Client.

13. Design Quality and Defect Remediation

Client has [Number] Michigan business days for acceptance testing/feedback. The Designer has [Number] business days to make mandatory corrections. The warranty period for design flaws is [Number] months, excluding changes in client requirements. Disputes about quality will be escalated and resolved locally.

14. Scope Changes

Any changes to the scope of services must be documented in writing and signed by both parties. Adjustments to the timeline or payment will be made accordingly. The hourly rate for out-of-scope work is [USD Amount] USD, with direct reference to Michigan contract modification rules (including consideration requirements).

15. Force Majeure

Neither party shall be liable for delays caused by events beyond their reasonable control, including acts of God, government orders, or local supply disruptions, consistent with Michigan’s legal definition of excusable delays. Timely mitigation obligations apply.

16. Term and Termination

• Option A: Fixed Term
  • This Agreement shall commence on [Start Date] and shall continue until [End Date].
• Option B: Indefinite Term
  • This Agreement shall continue until terminated by either party upon [Number] days written notice.

Upon termination, the Client shall pay the Designer for all completed or in-progress work. All confidential information shall be returned or destroyed. Dispute settlement of outstanding claims will be governed by Michigan law.

17. Breach

Breach includes delay, non-delivery, unsatisfactory or nonconforming work, misuse of materials, failure to make payment, or information leakage. Remedies, penalties, liquidated damages (if any), or cure periods will be allowed under Michigan law (typically a reasonable opportunity to cure).

18. Insurance

The Designer shall maintain professional liability (E&O) insurance and general business insurance to levels common in Michigan’s design industry. The Client has the right to request and review certificates of insurance.

19. Licensing and Registrations

The Designer represents that they hold all required local and state licensing or registrations for their design profession, including Michigan LARA licensing for architecture or engineering services if applicable.

20. Compliance with Michigan Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, including the Michigan Uniform Commercial Code where relevant, local business licensing ordinances, and state-specific data protection or consumer protection laws.

21. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through good-faith negotiation, Michigan-local mediation, and if unsuccessful, Michigan-based arbitration or litigation. Exclusive jurisdiction and venue shall be in the courts of competent jurisdiction in the State of Michigan.

22. Data Rights and Handling

All data rights and handling practices will be in accordance with Michigan’s rules concerning disposal or destruction of sensitive client information, including MCL 445.63r for data disposal standards.

23. Entire Agreement

This Agreement constitutes the entire agreement between the parties in accordance with Michigan’s parol evidence rule, voids prior oral or written agreements, and any amendments must be in writing and signed by both parties.

24. Severability, Waiver, and Assignment

This Agreement contains a severability clause conforming to Michigan law, a waiver clause specifying non-waiver of rights from one party’s failure to enforce, and assignment/non-assignment language limiting the transfer of contractual duties or benefits as per Michigan’s anti-assignment case law.

25. Scheduling, Collaboration, and Compliance

Scheduling, collaboration methods, communication formats, and any client/contractor compliance with Michigan-specific union, diversity, or affirmative action requirements are open and will be documented as needed for the project’s nature.

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

[Design Service Provider Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Client Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]