Minnesota design service contract template

Minnesota Design Service Contract

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

• [Service Provider Name], a [State] [Entity Type, e.g., Corporation] with its principal place of business at [Service Provider Address] (“Service Provider”), and
• [Client Name], a [State] [Entity Type, e.g., Limited Liability Company] with its principal place of business at [Client Address] (“Client”).

Service Provider and Client are each referred to herein as a “Party” and collectively as the “Parties”.

Scope of Services

• Option A: Service Provider shall provide the following design services to Client: [Description of Design Services, e.g., graphic design services including logo design, branding guidelines, and marketing materials]. The level of customization shall be [Level of Customization, e.g., fully custom].
• Option B: Service Provider shall provide design services as detailed in Exhibit A, attached hereto and incorporated by reference. Deliverables include [List of Deliverables, e.g., initial concepts, wireframes, final designs], as defined in the project timeline.
• Custom Option: [Custom description of services to be provided]

Project Specifications

• Option A: Specific project specifications are as follows: [Detailed specifications, e.g., brand guidelines, color palette, target audience, website requirements].
• Option B: Project specifications are further detailed in Exhibit B, attached hereto and incorporated by reference, including documentation requirements such as [Documentation Requirements, e.g., mock-ups, prototypes, blueprints].
• Milestones:
  • Milestone 1: [Milestone 1 Description], Due Date: [Date]
  • Milestone 2: [Milestone 2 Description], Due Date: [Date]
• Acceptance Criteria: The Client shall accept deliverables that meet the following criteria: [List of Acceptance Criteria, e.g., adherence to brand guidelines, functionality as specified, user-friendliness].

Client Collaboration

• Option A: Client shall provide Service Provider with the following materials: [List of Materials, e.g., brand standards, existing designs, site requirements] within [Number] days of the Effective Date.
• Option B: Client approval is required for each milestone, and Client agrees to provide feedback within [Number] business days of receiving the deliverable.
• Custom Option: [Custom client obligations]

Location of Service Performance

• Option A: Services shall be performed remotely.
• Option B: Services shall be performed at [Location, e.g., Service Provider's office, Client's office, other]. If on-site work is required at Client's location at [Client Address], Service Provider shall comply with Client's workplace safety rules.
• Option C: For on-site work within Minnesota, Client shall reimburse Service Provider for reasonable travel expenses at the prevailing Minnesota state rate.

Fees and Payment Terms

• Option A: Total compensation for the services is [Dollar Amount]. Payments shall be made according to the following schedule: [Payment Schedule, e.g., 50% upon signing, 50% upon completion].
• Option B: Service Provider shall invoice Client monthly for services rendered. Client shall pay each invoice within [Number] days of receipt, in accordance with Minnesota’s Prompt Payment Act.
• Payment Method: Payments shall be made via [Payment Method, e.g., check, electronic transfer].
• Taxes: Client is responsible for any applicable state or local sales tax.

Out-of-Scope Changes

• Option A: Any changes to the scope of services must be documented in a written change order signed by both Parties.
• Option B: Change orders shall include a description of the changes, the impact on the project timeline, and any adjustments to the fees.
• Custom Option: [Custom procedure for change orders]

Intellectual Property

• Option A: Upon final payment, all copyright and other intellectual property rights in the deliverables shall transfer to Client.
• Option B: Service Provider retains ownership of the copyright in the deliverables, but grants Client a [Scope of Use, e.g., perpetual, non-exclusive] license to use the deliverables for [Permitted Uses, e.g., commercial purposes, marketing materials].
• Service Provider reserves the right to display the deliverables in its portfolio for self-promotion, unless explicitly prohibited in writing by Client.

Confidentiality

• Option A: Both Parties agree to hold confidential all non-public information disclosed by the other Party during the term of this Agreement.
• Option B: This confidentiality obligation shall survive termination of this Agreement.
• Remedies for unauthorized disclosure shall be governed by Minnesota law.

Quality Assurance and Warranty

• Option A: Service Provider warrants that the deliverables will be free from defects in workmanship for a period of [Number] days from the date of acceptance.
• Option B: Service Provider's standard of performance shall adhere to applicable codes and professional practice standards in Minnesota.
• Service Provider will correct any defects or design errors reported within the warranty period.

Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, fire, flood, or labor disputes, as recognized by Minnesota courts.

The affected Party shall notify the other Party of such event as soon as reasonably practicable.

Termination

• Option A: Either Party may terminate this Agreement upon [Number] days' written notice for any reason.
• Option B: Either Party may terminate this Agreement for cause if the other Party materially breaches this Agreement and fails to cure such breach within [Number] days of written notice.
• Upon termination, Client shall pay Service Provider for all services rendered up to the date of termination.
• Intellectual property rights shall revert as specified in Section 7, if applicable.

Indemnification, Limitation of Liability, and Insurance

Client agrees to indemnify and hold Service Provider harmless from any claims arising out of Client's use of the deliverables.

Service Provider's liability shall be limited to the amount of fees paid by Client under this Agreement.

Service Provider maintains professional errors and omissions insurance with limits of [Dollar Amount].

Breach and Remedies

If Client fails to pay Service Provider within [Number] days of the due date, Service Provider may suspend services until payment is received.

Consequences for missed deadlines, non-conforming work, or confidentiality violations will be enforced under Minnesota law, with allowable forms of damages determined accordingly.

Dispute Resolution

The Parties shall attempt to resolve any disputes arising out of this Agreement through good faith negotiation.

If negotiation fails, the Parties shall submit the dispute to mediation by a Minnesota-qualified neutral mediator.

If mediation fails, the Parties may pursue binding arbitration or litigation in a Minnesota court of competent jurisdiction.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles.

Venue for any lawsuit shall be in [County Name] County, Minnesota.

Notices

All notices under this Agreement shall be in writing and delivered by [Delivery Method, e.g., certified mail, email] to the addresses set forth above.

Entire Agreement

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

Amendment

This Agreement may be amended only by a written instrument signed by both Parties.

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.

Compliance with Regulations

Service Provider shall comply with all applicable Minnesota regulations, including [Specific Regulations, e.g., Minnesota Board of Architecture, Engineering, Land Surveying, Landscape Architecture, Geoscience and Interior Design licensing regulations].

Exhibits

• Exhibit A: Scope of Services (Detailed)
• Exhibit B: Project Specifications (Detailed)

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

[Service Provider Name]

By: [Name]

Title: [Title]

Date: [Date]

[Client Name]

By: [Name]

Title: [Title]

Date: [Date]