Montana design service contract template

Montana Design Services Contract

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

• [Service Provider Name], a [Entity Type, e.g., Sole Proprietorship, LLC, Corporation], with a principal place of business at [Service Provider Address] (“Service Provider”), and

• [Client Name], a [Entity Type, e.g., Individual, LLC, Corporation], with a principal place of business at [Client Address] (“Client”).

1. Scope of Services

The Service Provider agrees to provide the following design services to the Client:

• [Describe Type of Design Service, e.g., Graphic Design, Architectural Design, Interior Design, Industrial Design, Website Design].

• Option A: The Service Provider will provide services as outlined in Exhibit A, attached hereto and incorporated by reference.

• Option B: The Service Provider will provide the following specific services: [Detailed Description of Services].

2. Project Objectives and Deliverables

The Service Provider will perform the services to achieve the following project objectives:

• [Detailed Description of Project Objectives]

The Service Provider shall deliver the following to the Client:

• [List of Deliverables, e.g., Mockups, Blueprints, Final Designs, Source Files].

• Option A: Deliverables will be provided in [File Format, e.g., PDF, JPEG, DWG] format.

• Option B: The Service Provider will provide training on the use of the deliverables as specified in Exhibit B.

3. Technical and Creative Standards

The Service Provider will adhere to the following technical and creative standards:

• [Specify Technical or Creative Standards, including references to industry regulations, building codes (if applicable), Montana Code Annotated requirements, and local ordinances/permitting needs.]

• Option A: All services shall comply with the latest version of the Montana Building Code, if applicable.

• Option B: The Service Provider warrants the design will be original and does not infringe on any existing intellectual property rights.

4. Client Cooperation and Information Provision

The Client agrees to provide the Service Provider with all necessary information and cooperation to enable the Service Provider to perform the services.

• The Client agrees to provide feedback on deliverables within [Number] days of receipt.

• The Client is responsible for securing all necessary permits and approvals related to the design, in accordance with Montana regulations.

• Option A: Client will designate a single point of contact for all project-related communication: [Client Contact Name], [Client Contact Email], [Client Contact Phone Number].

• Option B: The Client’s failure to provide necessary information within the specified timeframe may result in delays to the project timeline.

5. Work Location

The services will be performed at the following location(s):

• [Specify Work Location, e.g., Client Site, Service Provider Office, Hybrid, Virtual].

• Option A: The Service Provider will conduct site visits to the Client’s location at [Client Address].

• Option B: All work will be performed remotely.

6. Project Timeline

The project will commence on [Start Date] and is expected to be completed by [Completion Date].

• The project timeline is outlined in Exhibit C, attached hereto and incorporated by reference.

• Option A: Milestones will be established throughout the project, with client sign-off required at each stage.

• Option B: The Service Provider will provide weekly progress reports to the Client.

7. Compensation

The Client agrees to compensate the Service Provider as follows:

• [Choose One: Fixed Fee, Hourly Rate, Retainer, Milestone-Based]

• Option A: Fixed Fee: A fixed fee of [Dollar Amount] for the completion of the services.

• Option B: Hourly Rate: An hourly rate of [Dollar Amount] per hour.

• Option C: Retainer: A retainer of [Dollar Amount] per month.

• Option D: Milestone-Based: Payment will be made according to the milestone schedule outlined in Exhibit D.

• The payment schedule is as follows: [Payment Schedule Details].

• All invoices are due within [Number] days of receipt.

8. Expenses

The Client will reimburse the Service Provider for the following expenses:

• [List of Reimbursable Expenses, e.g., Travel, Materials, Out-of-Pocket Costs].

• Option A: All expenses must be pre-approved by the Client in writing.

• Option B: Expenses will be reimbursed upon submission of receipts.

9. Intellectual Property

The following shall govern intellectual property rights related to the design services provided under this Agreement.

• [Specify Ownership of Intellectual Property Rights, e.g., Service Provider retains ownership, Client receives ownership upon final payment, etc.].

• Option A: The Service Provider retains all rights to original design concepts and drafts.

• Option B: Upon final payment, all rights to the final design will transfer to the Client.

• The Service Provider warrants that all designs are original and do not infringe on any third-party intellectual property rights.

10. Portfolio Use

The Service Provider may use the completed design in its portfolio and marketing materials.

• [Specify Conditions for Portfolio Use, e.g., Subject to client confidentiality, requires prior review, etc.].

• Option A: The Service Provider will obtain the Client’s written consent prior to using the design in its portfolio.

• Option B: The Service Provider will remove any confidential information from the design before using it in its portfolio.

11. Confidentiality

Both parties agree to keep confidential any proprietary, technical, financial, or customer information disclosed during the project.

• This confidentiality obligation shall survive the termination of this Agreement.

• The terms of this clause are governed by the Montana Uniform Trade Secrets Act.

• Option A: The confidentiality obligation shall last for [Number] years after the termination of this agreement.

• Option B: Information required to be disclosed by law is exempt from this confidentiality obligation.

12. Data Management and Cybersecurity

If the Service Provider handles personal or sensitive data, it will comply with all applicable Montana data privacy statutes, including Montana’s Consumer Data Privacy Act, if applicable.

• The Service Provider will implement reasonable security measures to protect Client data from unauthorized access or disclosure.

• Option A: The Service Provider will provide a detailed description of its data security practices upon request.

• Option B: The Service Provider will notify the Client of any data breach within [Number] hours of discovery.

13. Indemnification

Each party agrees to indemnify and hold harmless the other party from and against any claims, damages, or liabilities arising out of its breach of this Agreement or its negligent acts or omissions.

• [Customize indemnification based on design service risks in Montana.]

• Option A: The Client will indemnify the Service Provider from any claims arising from the Client’s use of the design.

• Option B: The Service Provider will indemnify the Client from any claims of intellectual property infringement.

14. Quality Assurance and Warranty

The Service Provider warrants that the services will be performed in a professional and workmanlike manner.

• The Client shall notify the Service Provider of any defects in the services within [Number] days of completion.

• Option A: The Service Provider will correct any defects reported within the warranty period at no additional cost to the Client.

• Option B: The Service Provider’s liability is limited to the amount paid by the Client for the services.

15. Change Orders

Any changes to the scope of services must be agreed upon in writing by both parties in a change order.

• The change order will specify the changes to the services, the revised timeline, and any adjustments to the compensation.

• Option A: Change orders must be signed by both parties to be effective.

• Option B: The Service Provider will provide an estimate for the cost of the change order before commencing work.

16. 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, acts of God, fire, flood, or public emergency, as defined under Montana law.

• The affected party shall promptly notify the other party of the force majeure event and its expected duration.

• Option A: The project timeline will be extended by the duration of the force majeure event.

• Option B: If the force majeure event continues for more than [Number] days, either party may terminate this Agreement.

17. Termination

Either party may terminate this Agreement for cause (material breach, non-payment, legal impossibility) or convenience (mutual agreement or with stated notice).

• The terminating party must provide written notice to the other party at least [Number] days prior to termination.

• Option A: Upon termination, the Client shall pay the Service Provider for all services performed up to the date of termination.

• Option B: Upon termination, the Service Provider will return all Client materials and confidential information.

18. Breach

In the event of a breach of this Agreement, the non-breaching party shall be entitled to all available remedies at law or in equity, including, but not limited to, damages, specific performance, and injunctive relief.

• [Specify Remedies for Breach, e.g., Liquidated Damages, Limits of Liability, Insurance Obligations].

• Option A: The Service Provider’s liability is limited to the amount paid by the Client for the services.

• Option B: The Client agrees to pay reasonable attorney’s fees and costs incurred by the Service Provider in enforcing this Agreement.

19. Non-Solicitation

During the term of this Agreement and for a period of [Number] years thereafter, the Client shall not solicit or hire any employees or subcontractors of the Service Provider.

• [Ensure compliance with Montana Revised Code limitations and public policy on restrictive covenants.]

• Option A: This non-solicitation provision applies only to employees who worked directly on the project.

• Option B: This provision is void if it is deemed unenforceable under Montana law.

20. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through negotiation.

• If negotiation fails, the parties shall submit the dispute to mediation in [City, Montana].

• If mediation fails, the dispute shall be resolved through binding arbitration in [City, Montana].

• Option A: The arbitration shall be conducted in accordance with the rules of the American Arbitration Association.

• Option B: The prevailing party in any dispute resolution proceeding shall be entitled to recover its reasonable attorney’s fees and costs.

21. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Montana. The exclusive venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name] County, Montana.

22. Compliance with Laws

The Service Provider represents and warrants that it is in compliance with all applicable Montana and federal laws and regulations, including all professional licensing, registration, and business operation requirements for design service providers, including the Montana Board of Architects and Landscape Architects or other applicable authority, and confirmation of necessary permits/licenses.

23. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

• [Explicit waiver of certain consumer rights only to the extent allowable under Montana law.]

• Option A: Any waiver shall be limited to the specific instance and shall not be deemed a continuing waiver.

• Option B: No delay or omission in exercising any right or remedy shall operate as a waiver of that right or remedy.

24. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

25. Amendments

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

26. Assignment

Neither party may assign this Agreement without the prior written consent of the other party.

27. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the addresses set forth above.

28. Severability

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

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

[Service Provider Name]

By: [Service Provider Signature]

Name: [Service Provider Printed Name]

Title: [Service Provider Title]

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

Exhibit A: Detailed Description of Services

Exhibit B: Training Details (If Applicable)

Exhibit C: Project Timeline

Exhibit D: Payment Schedule (If Applicable)