Missouri design service contract template

Missouri Design Service Contract

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

• [Service Provider Full Legal Name], a [Business Entity Type, e.g., Sole Proprietorship, LLC, Corporation], with a principal place of business at [Service Provider Mailing Address], phone number [Service Provider Phone Number], and email address [Service Provider Email] (hereinafter referred to as “Service Provider”), and
• [Client Full Legal Name], a [Business Entity Type, e.g., Sole Proprietorship, LLC, Corporation], with a principal place of business at [Client Mailing Address], phone number [Client Phone Number], and email address [Client Email] (hereinafter referred to as “Client”).
• If applicable: Service Provider's Registration/License Number (if required under Missouri law): [License Number] and Issuing Authority: [Issuing Authority]

1. Scope of Services

• Option A: General Design Services
  • Service Provider agrees to provide [Type of Design Service, e.g., Graphic Design, Interior Design, Web Design] services to Client as described in [Exhibit A/Project Proposal], which is attached hereto and incorporated by reference.
• Option B: Detailed Description of Services
  • Service Provider will perform the following design services:
    • Phase 1: [Phase 1 Description, e.g., Needs Analysis]
    • Phase 2: [Phase 2 Description, e.g., Mood Board Development]
    • Phase 3: [Phase 3 Description, e.g., Schematic Designs]
    • Phase 4: [Phase 4 Description, e.g., Revisions Based on Client Feedback]
    • Phase 5: [Phase 5 Description, e.g., Production-Ready Files]
    • Project Management: [Description of project management services]

2. Deliverables and Acceptance

• Option A: General Deliverables
  • The deliverables for this project include, but are not limited to: [List of Deliverables, e.g., Website Mockups, Logo Files, Interior Design Plans].
• Option B: Specific Deliverables and Milestones
  • Deliverable 1: [Deliverable 1 Name]
    • Specifications: [Detailed Specifications, e.g., File Format, Dimensions, Color Palette]
    • Milestone Date: [Date]
    • Acceptance Criteria: [Specific Acceptance Criteria, e.g., Client Approval of Mockup]
  • Deliverable 2: [Deliverable 2 Name]
    • Specifications: [Detailed Specifications]
    • Milestone Date: [Date]
    • Acceptance Criteria: [Specific Acceptance Criteria]
  • Deliverable 3: [Deliverable 3 Name]
    • Specifications: [Detailed Specifications]
    • Milestone Date: [Date]
    • Acceptance Criteria: [Specific Acceptance Criteria]

3. Payment

• Option A: Fixed Fee
  • The total fee for the services provided under this Agreement is [Dollar Amount].
• Option B: Hourly Rate
  • The hourly rate for the services provided under this Agreement is [Dollar Amount] per hour.
• Payment Schedule:
  • [Percentage]% upon signing of this Agreement.
  • [Percentage]% upon completion of [Milestone/Phase].
  • [Percentage]% upon final delivery and acceptance of all Deliverables.
• Sales Tax: Client is responsible for any applicable Missouri sales or use tax.
• Expenses: Client will reimburse Service Provider for reasonable pre-approved out-of-pocket expenses supported by documentation.
• Late Payment: Payments not received within [Number] days of the due date will accrue interest at a rate of [Percentage]% per month or the highest rate permitted by Missouri law, whichever is lower.

4. Client Responsibilities

• Option A: General Responsibilities
  • Client shall provide Service Provider with all necessary information, materials, and approvals in a timely manner to facilitate the performance of services.
• Option B: Specific Responsibilities
  • Providing Branding Assets: Client shall provide all necessary branding assets, including logos, fonts, and style guides, by [Date].
  • Content Provision: Client shall provide all necessary text and content for the project by [Date].
  • Decision-Making: Client shall provide timely decisions and approvals regarding design concepts and revisions.
  • Third-Party Permissions: Client is responsible for obtaining any necessary third-party permissions or licenses.
  • Property Access: Client shall ensure reasonable access to relevant property if in-person work is required.

5. Work Location

• Option A: Remote Work
  • The services will be performed remotely.
• Option B: On-Site Work
  • The services will be performed on-site at [Client Location].
  • Travel Reimbursement: Client will reimburse Service Provider for reasonable travel expenses incurred within [Geographic Area, e.g., Missouri, United States].

6. Intellectual Property

• Option A: Client Ownership
  • Upon full payment, all intellectual property rights in the Deliverables shall be assigned to the Client.
• Option B: Service Provider Ownership with License
  • Service Provider retains ownership of all intellectual property rights in the Deliverables, but grants Client a [Type of License, e.g., Perpetual, Non-Exclusive] license to use the Deliverables for [Specific Use].
• Portfolio Rights: Service Provider may use the Deliverables in its portfolio for promotional purposes, subject to Client's prior written approval.

7. Confidentiality

Each party agrees to hold the other party’s confidential information in confidence and not to disclose it to any third party without the other party’s written consent, except as required by law. This includes adhering to Missouri’s data breach notification statutes.

8. Quality Assurance

Service Provider will provide Client with a [Number] day review period to inspect the Deliverables and notify Service Provider of any defects. Service provider will correct errors reported within that period, except for client-caused defects.

9. Change Orders

Any changes to the scope of services or deliverables must be documented in a written change order signed by both parties. Change orders may result in adjustments to the fees and/or project schedule.

10. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, fire, flood, weather conditions specific to Missouri (e.g., ice storms), or labor disputes.

11. Termination

• Option A: Termination for Cause
  • Either party may terminate this Agreement for cause upon [Number] days written notice if the other party breaches a material provision of this Agreement and fails to cure such breach within the notice period.
• Option B: Termination for Convenience
  • Client may terminate this Agreement for convenience upon [Number] days written notice to Service Provider.
• Payment Upon Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred up to the date of termination.

12. Limitation of Liability

Service Provider’s liability for any claim arising out of or relating to this Agreement shall be limited to the amount of fees paid by Client to Service Provider under this Agreement. Service Provider shall not be liable for any indirect, incidental, consequential, or punitive damages, except in cases of intentional misconduct or gross negligence.

13. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through negotiation, then mediation (preferably using a Missouri-based mediator), and if necessary, binding arbitration or litigation in the state or federal courts located in [County], Missouri. This agreement shall be governed by and construed in accordance with the laws of the State of Missouri.

14. Compliance with Laws

Service Provider shall comply with all applicable Missouri and local laws, regulations, and ordinances, including any licensing or registration requirements.

15. Non-Competition/Non-Solicitation

During the term of this Agreement and for a period of [Number] months thereafter, Service Provider shall not, directly or indirectly, solicit or hire any employees of Client. This is limited to [Geographic Area].

16. Electronic Communications

The parties agree that electronic communications, including e-signatures, shall be binding and admissible as evidence in any legal proceeding.

17. Lien Rights (If Applicable)

If this project involves physical property, Service Provider may have lien rights under Missouri’s construction and mechanics lien statutes.

18. Assignment/Subcontracting

Service Provider may not assign or subcontract its duties under this Agreement without the prior written consent of Client.

19. 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.
• 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.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

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

[Service Provider Full Legal Name]

By: [Service Provider Signature]

Name: [Service Provider Printed Name]

Title: [Service Provider Title]

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]