New Mexico design service contract template

New Mexico Design Service Contract

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

• [Design Service Provider Full Legal Name], with a business address at [Design Service Provider Business Address] and contact details [Design Service Provider Contact Details] (the “Designer”),

and

• [Client Full Legal Name], with a business address at [Client Business Address] and contact details [Client Contact Details] (the “Client”).

1. Scope of Services

• Option A: The Designer will provide [Type of Design Service, e.g., graphic design, architectural design] services as described in Exhibit A (the “Services”). The Services will include, but are not limited to: [Detailed Description of Services, including deliverables, formats, dimensions, and quantities. Specify industry standards and digital/physical media. Reference any New Mexico-adapted technical or regulatory requirements.]
• Option B: The Designer will provide the following specific Services:
  • [Service 1 Description]
  • [Service 2 Description]
  • [Service 3 Description]
• Option C: The Designer will perform design services as needed by the client, within a 24-hour notice.

2. Client Requirements

• Option A: The Client will provide the Designer with all necessary information, materials, and approvals to perform the Services, as described in Exhibit B. This includes, but is not limited to: [List of Client-Provided Materials, Information, and Content, including Deadlines. Explicitly Reference Compliance with New Mexico Statutes, Building Codes, Licensing, or Professional Standards (e.g., New Mexico Board of Architects or Interior Designers, if applicable).]
• Option B: The Client is responsible for the following:
  • [Requirement 1 Description]
  • [Requirement 2 Description]
  • [Requirement 3 Description]
• Option C: All requirements will be determined on a project-by-project basis and documented in a separate project agreement.

3. Project Timeline & Milestones

• Option A: The project timeline and milestones are detailed in Exhibit C. This includes phases for research, concept development, prototyping, user review periods, revision rounds, client feedback expectations, and acceptance milestones, with precise responsibilities and deadlines for both parties.
• Option B: The project timeline will be determined on a project-by-project basis.
• Option C: The project will have no specified timeline.

4. Deliverables

• Option A: The Designer will deliver the following deliverables: [List of Deliverables, including Formats (native files, print-ready files, CAD files for architecture, etc.), Final Artwork Submission Methods, and Long-Term Storage Obligations Specific to New Mexico Professional Practices.] All deliverables will meet industry standards and be suitable for their intended purpose.
• Option B: All digital deliverables will be provided via [Delivery Method, e.g., secure file transfer protocol (SFTP), cloud storage]. Physical deliverables will be shipped to the Client's business address.
• Option C: Final deliverables will be delivered via email or physical copy.

5. On-Site Services (If Applicable)

• Option A: If on-site services are required, the Client will provide the Designer with access to its premises. The Designer will comply with all local safety regulations. Travel reimbursement will be at rates allowed by New Mexico law. The Designer maintains [Insurance Coverage: Professional Liability, Errors and Omissions, and Worker’s Compensation as Required Under New Mexico Law.].
• Option B: On-site services will be billed at an hourly rate of [Hourly Rate]. The Client will reimburse all reasonable travel expenses.
• Option C: No on-site services are required under this agreement.

6. Fees and Payment

• Option A: The Client will pay the Designer a fee of [Total Fee] for the Services, as detailed in Exhibit D. Payment will be made according to the following schedule: [Payment Schedule: Hourly Rates, Flat Fees, Phased Billing, Retainer Arrangements, Estimated vs. Actual Costs. Expressly comply with New Mexico state tax requirements (such as gross receipts tax registration and remittance, with relevant percentage, and responsibilities for collection, reporting, and payment, referencing New Mexico Taxation and Revenue Department guidance).]
• Option B: The Designer will invoice the Client [Frequency of Invoicing, e.g., monthly, upon completion of milestones]. Invoices will include [Required Information for Tax Records]. The Client will pay invoices within [Number] days of receipt.
• Option C: A retainer fee of [Retainer Fee Amount] will be paid upfront, which will be applied towards the final invoice.

7. Intellectual Property

• Option A: Upon full payment, the Designer will [Transfer/License Copyright, Trademark, Patent Rights] to the Client. This includes [Moral Rights Waivers (if necessary), including procedures for registration in New Mexico, and limitations on usage (such as portfolio display or third-party licensing)].
• Option B: The Designer retains all intellectual property rights in the design concepts and preliminary work. The Client will have a [Type of License, e.g., non-exclusive, perpetual] license to use the final deliverables.
• Option C: All intellectual property rights will remain with the Designer.

8. Confidentiality

• Option A: Both parties agree to keep confidential all proprietary, commercial, client, and project information during and after the term of this Agreement. This clause is tailored to New Mexico’s Uniform Trade Secrets Act. Exceptions include information that is publicly available or required to be disclosed by law.
• Option B: The Client agrees not to disclose the Designer's pricing structure to any third parties. The Designer agrees not to disclose any of the Client's confidential business information.
• Option C: This agreement does not include any confidentiality provisions.

9. Third-Party Services

• Option A: The Designer may engage subcontractors with the Client’s prior written consent, subject to New Mexico contractor licensing rules. The Designer is responsible for the work of its subcontractors.
• Option B: The Client is responsible for securing all necessary licenses and permits for the project.
• Option C: The Designer will not engage any third-party subcontractors.

10. Client Review and Approval

• Option A: The Client will have [Number] days to review each deliverable. The Client will provide feedback in writing. The Designer will address the feedback and revise the deliverable accordingly. The process and deadlines for acceptance of final work are defined in Exhibit E.
• Option B: The Client's approval of each deliverable will be deemed granted if no feedback is provided within [Number] days.
• Option C: The Client will approve all final designs.

11. Change Orders

• Option A: Any changes to the scope of Services must be agreed to in writing via a change order. The change order will describe the changes, the revised fee, and the revised timeline. Refer to New Mexico best practices for contract amendments.
• Option B: The Designer reserves the right to adjust the fee for any changes requested by the Client after the initial agreement.
• Option C: No changes to the project scope will be allowed.

12. Force Majeure

• Option A: Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events specific to New Mexico risks (such as weather-related events). This includes rights and procedures for suspension, delay, or partial performance.
• Option B: In the event of a force majeure, the affected party will notify the other party as soon as reasonably possible.
• Option C: No force majeure clause exists in this agreement.

13. Warranty

• Option A: The Designer warrants that the Services will be performed in a professional and workmanlike manner, consistent with industry standards and codes. The Designer will correct any defects within [Number] days of notification. Exclusions apply for damages due to client misuse or alteration.
• Option B: All deliverables are provided "as is."
• Option C: The Designer warrants that all works are original and do not violate or infringe on any copyright or patents.

14. After-Service Support

• Option A: The Designer will provide technical assistance for [Number] days after completion of the Services. This support will be limited to [Specific Support Services]. This is tailored to the type of design service, referencing prevailing New Mexico industry norms.
• Option B: After-service support will be billed at an hourly rate of [Hourly Rate].
• Option C: No after-service support is included in this agreement.

15. Termination

• Option A: Either party may terminate this Agreement for cause upon [Number] days written notice. The Client will pay the Designer for all Services performed up to the date of termination. Includes required New Mexico notice periods, payment obligations for accrued work, and rights to retain or use any materials developed.
• Option B: The Client may terminate this Agreement without cause upon [Number] days written notice, subject to a termination fee of [Termination Fee].
• Option C: Termination requires a thirty-day written notice.

16. Liability and Indemnification

• Option A: The Designer's liability for any damages arising out of this Agreement will be limited to the amount of fees paid by the Client. This clause is in light of New Mexico comparative fault rules, including limitations and exclusions of liability, indemnity for infringement of third-party rights, and clear remedies or penalties for non-performance or delay.
• Option B: The Client will indemnify and hold the Designer harmless from any claims arising out of the Client's use of the deliverables.
• Option C: No indemnification is included in this agreement.

17. Dispute Resolution

• Option A: Any disputes arising out of this Agreement will be resolved through negotiation, mediation, or arbitration in New Mexico (with a preferred ADR provider if any). The governing law is the State of New Mexico, and exclusive jurisdiction is in state or federal courts in New Mexico, specifying venue.
• Option B: All disputes will be settled through binding arbitration in accordance with the rules of the American Arbitration Association.
• Option C: All disputes will be handled through New Mexico civil court.

18. Compliance with Laws

• Option A: Both parties will comply with all applicable New Mexico consumer protection rules (such as the Unfair Practices Act), data privacy, professional licensing or registration obligations, and any local, municipal, or tribal regulations relevant to the project location or governing body.
• Option B: The Designer warrants that it holds all necessary licenses and permits to perform the Services in New Mexico.
• Option C: Neither party will be held liable for issues from compliance laws.

19. Amendments and Waivers

• Option A: Any amendments to this Agreement must be in writing and signed by both parties as per New Mexico contract law. No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party.
• Option B: This Agreement may only be amended by a written document signed by both parties.
• Option C: This contract may not be waived by either party.

20. Entire Agreement

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

21. Independent Legal Review

Both parties acknowledge that they have had the opportunity to seek independent legal advice regarding this Agreement, as supported by New Mexico contract best practices.

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

____________________________

[Design Service Provider Full Legal Name]

By: [Design Service Provider Signature]

Name: [Design Service Provider Printed Name]

Title: [Design Service Provider Title]

____________________________

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

Exhibits:

• Exhibit A: Scope of Services
• Exhibit B: Client Requirements
• Exhibit C: Project Timeline & Milestones
• Exhibit D: Fees and Payment Schedule
• Exhibit E: Client Review and Approval Process