New Jersey design service contract template

New Jersey Design Service Contract

This New Jersey Design Service Contract ("Agreement") is made and entered into as of [Date], by and between:

[Design Service Provider Legal Name], a [State] [Entity Type, e.g., LLC], with its principal place of business at [Business Address], hereinafter referred to as "Designer," and

[Client Legal Name], a [State] [Entity Type, e.g., Corporation], with its principal place of business at [Business Address], hereinafter referred to as "Client."

Designer’s Contact Information:

• Email: [Email Address]
• Phone: [Phone Number]

Client’s Contact Information:

• Email: [Email Address]
• Phone: [Phone Number]

1. Scope of Services

Designer agrees to provide the following design services to Client:

• Option A: [Description of Services, e.g., Graphic Design, Web Design, Interior Design]
  • [Detailed Description of Services including Project Overview]
• Option B: Refer to Exhibit A, attached hereto and incorporated by reference, which provides a detailed description of the Services.

2. Project Phases and Deliverables

The project will consist of the following phases, with corresponding deliverables:

• [Phase 1 Name]:
  • Deliverables: [List of Deliverables, e.g., Sketches, Wireframes]
  • Timeline: [Start Date] - [End Date]
• [Phase 2 Name]:
  • Deliverables: [List of Deliverables, e.g., Mockups, Prototypes]
  • Timeline: [Start Date] - [End Date]
• [Phase 3 Name]:
  • Deliverables: [List of Deliverables, e.g., Final Design, Source Files]
  • Timeline: [Start Date] - [End Date]
• Visual Formats: [File Types, Print-Ready Outputs, Proofs, Drafts. E.g., .PSD, .AI, High-Resolution PDF]

3. Approval Process and Revisions

• Initial Drafts: Client will receive initial drafts of each deliverable for review.
• Revision Rounds: Client is entitled to [Number] rounds of revisions per deliverable.
• Feedback Procedure: Client shall provide feedback in writing within [Number] business days of receiving a deliverable.
• Acceptance Standard: A deliverable is considered accepted when Client provides written approval, or after [Number] business days without response, absent notification of issues.

4. Client-Provided Materials

Client shall provide the following materials to Designer:

• [List of Materials, e.g., Logos, Images, Branding Guidelines]
• Deadline for Provision: [Date]
• Format Requirements: [File Format, Resolution]
• Responsibility for Rights: Client is solely responsible for ensuring they have all necessary rights and licenses for provided materials.

5. Service Location and Expenses

• Option A: Services will be performed remotely.
• Option B: Services will be performed on-site at [Client Address].
  • Site Visits: Designer may require site visits, subject to prior notification.
  • Expense Reimbursement: Client shall reimburse Designer for reasonable travel expenses, including mileage at the New Jersey State rate (reference NJS 54:4-1 for applicable mileage rates), lodging, and meals, upon submission of receipts.

6. Project Timeline and Delays

• Project Start Date: [Date]
• Estimated Completion Date: [Date]
• Delay Notification: If either party anticipates a delay, they must provide written notice within [Number] business days of becoming aware of the potential delay.
• Force Majeure: Neither party shall be liable for delays caused by events beyond their reasonable control, subject to New Jersey legal standards for frustration of purpose and impossibility of performance.

7. Project Management and Communication

• Project Manager (Designer): [Name]
• Project Manager (Client): [Name]
• Communication Channels: All official communication shall be via email at [Email Address (Designer)] and [Email Address (Client)].
• Reporting Obligations: Designer will provide weekly progress reports to Client.

8. Design Fees and Payment

• Option A: Fixed Price: The total fee for the Services is [Dollar Amount].
• Option B: Hourly Rate: The hourly rate for the Services is [Dollar Amount] per hour.
• Option C: Milestone Payments: Payments will be made according to the following schedule:
  • [Milestone 1]: [Dollar Amount] due upon [Completion of Phase/Deliverable]
  • [Milestone 2]: [Dollar Amount] due upon [Completion of Phase/Deliverable]
• Payment Method: Payments shall be made via [Payment Method, e.g., Check, Wire Transfer].
• Invoicing: Designer will submit invoices to Client on a [Frequency, e.g., Monthly] basis.
• Sales Tax: [State if sales tax applies or if an exemption is applicable. Refer to NJSA 54:32B]

9. Late Payment

Late Payment Penalty: Payments not received within [Number] days of the due date will be subject to a late payment penalty of [Percentage]% per month, pursuant to the New Jersey Prompt Payment Act (NJSA 2A:30A-2).

10. Intellectual Property Ownership

• Work Product Ownership: Designer retains ownership of all work products until full payment is received.
• Copyright Transfer: Upon receipt of full payment, Designer hereby assigns all copyrights to Client.
• License Grant: Prior to full payment, Client is granted a limited license to use the work products solely for [Specific Use Case].
• Portfolio Use: Designer retains the right to use the completed designs in their portfolio, subject to Client's reasonable confidentiality concerns.

11. Compliance with New Jersey Consumer Fraud Act

Designer represents that all services will be performed in compliance with the New Jersey Consumer Fraud Act (NJSA 56:8), including accurate disclosure of services, representations, and advertising.

12. Confidentiality

• Confidential Information: Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed by the other party, consistent with the New Jersey Trade Secrets Act (NJSA 56:15).
• Survival: This confidentiality obligation shall survive the termination of this Agreement.

13. Non-Disclosure/Non-Compete (Optional)

• Option A: Non-Disclosure Agreement (NDA) is attached as Exhibit B and is incorporated by reference.
• Option B: Non-Compete Agreement: During the term of this Agreement and for a period of [Number] years thereafter, Client shall not [Specific Non-Compete Clause], enforceable under New Jersey law.
• Option C: No Non-Disclosure/Non-Compete Agreement.

14. Compliance with Laws

Designer shall comply with all applicable local and state building codes, municipal ordinances, or licensing standards for [Type of Design, e.g., Architectural, Interior] design, as applicable.

15. Warranty and Liability

• Warranty: Designer warrants that the services will be performed in a professional and workmanlike manner.
• Warranty Period: The warranty period is [Number] days from the date of completion.
• Limitation of Liability: Designer's liability shall be limited to the amount of fees paid by Client under this Agreement. Designer shall not be liable for consequential or punitive damages.

16. Change Orders

• Change Order Procedure: Any changes to the scope of services must be documented in a written change order, signed by both parties.
• Effect on Cost and Timeline: Change orders may affect the cost and timeline of the project.

17. Termination

• Termination for Cause: Either party may terminate this Agreement for cause if the other party materially breaches the Agreement.
• Termination for Convenience: Client may terminate this Agreement for convenience upon [Number] days written notice.
• Payment Upon Termination: Upon termination, Client shall pay Designer for all work completed up to the date of termination.

18. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by events beyond its reasonable control, including acts of God, war, terrorism, or government regulations, subject to New Jersey legal standards for frustration of purpose and impossibility of performance.

19. Dispute Resolution

• Negotiation: The parties shall first attempt to resolve any disputes through good faith negotiation.
• Mediation: If negotiation fails, the parties shall submit to mediation in [City, NJ].
• Arbitration/Litigation: If mediation fails, disputes shall be resolved by [Arbitration or Litigation] in [County] County, New Jersey.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.

20. Insurance

Designer shall maintain professional liability or errors & omissions insurance with a minimum coverage of [Dollar Amount].

Client has the right to request proof of insurance coverage.

21. Compliance with Employment Laws

Designer represents that they are an independent contractor and shall comply with all applicable New Jersey employment and contractor statutes, including anti-discrimination laws and the NJ Wage Payment Law.

22. Representations and Warranties

Both parties represent and warrant that they have the authority and capacity to enter into this Agreement and comply with all applicable laws and regulations.

23. General Provisions

• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• 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.
• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Electronic Signatures: Electronic signatures shall be valid and binding under New Jersey law (NJSA 12A:12-10).
• Notice: All notices under this Agreement shall be in writing and delivered to the addresses listed above.

24. Document Retention

Designer shall retain all documents related to this Agreement for a period of [Number] years.

25. Subcontractors

Designer may use subcontractors, subject to Client's prior written approval.

26. Post-Completion Support

Designer shall provide post-completion support or training as specifically requested by Client, detailed as follows: [Description of Support].

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

[Design Service Provider Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Client Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]