Mississippi design service contract template

Mississippi Design Services Agreement

This Design Services Agreement (the "Agreement") is made and entered into as of this [Date] by and between:

• [Design Service Provider Name], with a principal place of business at [Design Service Provider Address] ("Provider")

and

• [Client Name], with a principal place of business at [Client Address] ("Client").

Scope of Services

• Option A: The Provider agrees to provide the following design services to the Client (the "Services"): [Detailed Description of Design Services, e.g., architectural plans for a residential building, including schematic design, design development, construction documents, and bidding/negotiation assistance, or logo design, brand guidelines, web design, and digital marketing assets.]
• Option B: The Services shall include, but not be limited to, the following phases:
  • Needs and Feasibility Assessment
  • Conceptual Design
  • Schematic and Detailed Design
  • Draft Reviews
  • Technical Drawing Production
  • Final Deliverables
  • Presentation Formats: [Specify formats, e.g., CAD files, PDFs, physical prints]
• All Services will be performed in accordance with applicable Mississippi state board or professional licensing standards.

Client Responsibilities

• Option A: The Client shall provide the following materials and information to the Provider: [List of Required Materials and Information, e.g., site survey, existing building plans, zoning regulations, brand guidelines] in the following formats: [Acceptable File Formats] by the following deadlines: [Submission Deadlines].
• Option B: Key Client Responsibilities:
  • Providing timely access to the project site.
  • Attending scheduled review meetings.
  • Providing prompt feedback on design drafts.
  • Securing necessary approvals and permits, unless otherwise agreed.

Milestones and Acceptance

• Option A: The following milestones shall be used to track progress and determine payment:
  • Milestone 1: [Milestone Description, e.g., Completion of Schematic Design]. Acceptance Standard: [Acceptance Standard, e.g., Client approval of schematic design drawings.]
  • Milestone 2: [Milestone Description, e.g., Completion of Construction Documents]. Acceptance Standard: [Acceptance Standard, e.g., Client approval of final construction documents.]
• Option B: Procedures for staged review meetings and written sign-offs, in accordance with Mississippi industry practices, will be followed.

Work Location and Site Visits

• Option A: The Services will be performed primarily [On-site at Mississippi Property/Remotely/Hybrid].
• Option B: Site visits will be conducted as needed with [Notice Period] notice to the Client. The Provider shall comply with all applicable site safety regulations. Any required Mississippi state permits for site entry or design execution are the responsibility of the [Party Responsible for Permits].
• Option C: Travel reimbursements, if applicable, will be based on [Mississippi State Per Diem Rates/Other Agreed-Upon Rates].

Fees and Payment

• Option A: The total project cost is [Total Project Cost]. This fee is a [Lump-Sum/Hourly/Value-Based] fee.
• Option B: Payment Schedule:
  • Retainer: [Retainer Amount] due upon signing of this Agreement.
  • Milestone Payments: [Payment Amounts and Due Dates for Each Milestone].
  • Reimbursable Expenses: [Description of Reimbursable Expenses, e.g., printing costs, travel expenses].
• Option C: Invoices will be submitted [Invoice Frequency, e.g., monthly] and are due within [Number] days of receipt. All payments are subject to Mississippi state sales tax for non-exempt clients.

Intellectual Property

• Option A: The Provider retains ownership of all original design work, drafts, and working files. Upon full payment, copyright in the final designs shall transfer to the Client.
• Option B: The Provider reserves the right to use non-confidential work for portfolio or marketing purposes.

Provider Licensure

If the Services require professional licensure in Mississippi (e.g., architecture, engineering), the Provider represents and warrants that it is duly licensed to perform such services in the State of Mississippi. [License Number(s)]. The Provider agrees to comply with all applicable rules and regulations governing the practice of [Profession] in Mississippi, including the proper use of professional seals.

Confidentiality

• Option A: Both parties agree to hold confidential all non-public information disclosed by the other party in connection with this Agreement. This obligation shall extend beyond the termination of this Agreement and is compliant with Mississippi trade secrets and business information protection standards.
• Option B: Confidential information does not include information that is: (a) already known to the receiving party; (b) publicly available; or (c) rightfully received from a third party without restriction.

Warranty and Maintenance

• Option A: The Provider warrants that the Services will be performed in a professional and workmanlike manner. The Client shall have [Number] days from delivery of the final deliverables to notify the Provider of any defects or deficiencies.
• Option B: This warranty does not cover defects or deficiencies caused by:
  • Misuse of the design by the Client.
  • Unauthorized alterations to the design.
  • Use of the design beyond its original intended purpose.

Scheduling Delays and Force Majeure

• Option A: The Provider shall not be liable for delays caused by events beyond its reasonable control, including, but not limited to, acts of God, war, strikes, or government regulations. The Provider shall promptly notify the Client of any such delay.
• Option B: In the event of a delay caused by unforeseen regulatory requirements, the parties shall negotiate in good faith to adjust the project timeline and compensation, referencing Mississippi’s performance excusal and modification rules.

Termination

• Option A: This Agreement may be terminated by either party upon written notice if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after written notice.
• Option B: The Client may terminate this Agreement for convenience upon [Number] days written notice to the Provider. In the event of termination, the Client shall pay the Provider for all Services performed up to the date of termination.
• Option C: Upon termination, all project materials shall be [Returned to Provider/Transferred to Client] as required under Mississippi law.

Liability

• Option A: In the event of a breach by the Provider, the Client's sole remedy shall be limited to damages not to exceed the total amount paid under this Agreement.
• Option B: The Client shall indemnify and hold the Provider harmless from any and all claims, damages, and expenses arising out of the Client's use of the designs for unintended or non-disclosed purposes, in accordance with Mississippi’s enforceability rules against liquidated damages.

Dispute Resolution

• Option A: Any disputes arising out of or relating to this Agreement shall be resolved through good faith negotiation.
• Option B: If negotiation fails, the parties agree to submit the dispute to [Mediation/Arbitration] in [City, Mississippi]. The exclusive venue and law for any legal proceedings shall be the courts of the State of Mississippi.

Compliance with Laws

• Option A: The Provider shall comply with all applicable federal, state, and local laws and regulations, including but not limited to Mississippi statutes concerning contractor licensing, consumer protection, electronic record retention (including acceptance of e-signatures in compliance with the Mississippi Uniform Electronic Transactions Act), and if applicable, compliance with federal accessibility, copyright, and data privacy statutes as adopted in the state.
• Option B: All regulatory and code compliance, insurance requirements, and professional registrations required for design work in Mississippi are the responsibility of the Provider, unless otherwise agreed in this contract.

Amendments

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

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

[Design Service Provider Name]

By: [Name of Authorized Representative]

Title: [Title]

[Client Name]

By: [Name of Authorized Representative]

Title: [Title]