New York design service contract template

New York Design Service Contract

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

• [Service Provider Full Legal Name], a [Entity Type, e.g., Sole Proprietorship, LLC, Corporation], with a business address at [Service Provider Business Address] (the “Service Provider”), and
• [Client Full Legal Name], a [Entity Type, e.g., Sole Proprietorship, LLC, Corporation], with a business address at [Client Business Address] (the “Client”).

1. Scope of Services:

• Option A: General Design Services: The Service Provider will provide the following design services to the Client: [Detailed Description of Design Services, e.g., Branding, Logo Design, Graphic Design].
• Option B: Specific Project Design Services: The Service Provider will provide design services as specifically outlined in Exhibit A, attached hereto and incorporated by reference (the “Project”).
• Deliverables:
  • [List of Deliverables, e.g., Logo Files in various formats, Website Mockups]
• Project Phases:
  • [List of Project Phases, e.g., Discovery, Design, Revisions, Final Delivery]
• Milestones:
  • [List of Project Milestones with Brief Descriptions, e.g., Initial Concept Presentation, First Draft Submission]

2. Client Obligations:

• Option A: Content Provision: The Client shall provide the Service Provider with all necessary content, brand assets, and data required for the Project, including but not limited to [List of Required Content, e.g., Text, Images, Logos].
• Option B: Review and Feedback: The Client shall provide timely feedback on all design drafts within [Number] business days of receipt.
• Collaboration Tools: The Client and Service Provider shall utilize the following collaboration tools: [List of Tools, e.g., Email, Slack, Project Management Software].

3. Project Schedule:

• Option A: Fixed Schedule: The Project will adhere to the following schedule:
  • Milestone Deadlines: [List of Milestone Deadlines]
  • Revision Turnaround Time: [Number] business days.
  • Final Delivery Date: [Date].
• Option B: Flexible Schedule: The Project schedule will be mutually agreed upon and adjusted as necessary, subject to written approval by both parties.
• Scope Creep Policy: Additional revisions or changes in scope beyond the agreed-upon deliverables will be subject to additional fees at a rate of [Dollar Amount] per hour. All such changes must be documented in writing and approved by both parties.

4. Work Location and Expenses:

• Option A: Remote: The Service Provider will perform the design services remotely.
• Option B: On-Site (New York): The Service Provider will perform the design services on-site at [Client Business Address].
• Option C: Hybrid: The Service Provider will perform the design services both remotely and on-site, as needed.
• Reimbursable Expenses: The Client shall reimburse the Service Provider for reasonable travel and material expenses incurred in connection with the Project, subject to prior written approval. Such reimbursements will be in accordance with New York labor standards and documented with receipts.

5. Compensation:

• Option A: Fixed Fee: The total service fee for the Project is [Dollar Amount].
  • Payment Milestones:
    • [Milestone 1]: [Dollar Amount or Percentage] upon signing of this Agreement.
    • [Milestone 2]: [Dollar Amount or Percentage] upon completion of [Specific Deliverable or Phase].
    • [Milestone 3]: [Dollar Amount or Percentage] upon final delivery and acceptance of the Project.
• Option B: Hourly Rate: The Service Provider’s hourly rate is [Dollar Amount].
• Invoicing: The Service Provider will submit invoices to the Client on a [Frequency, e.g., Monthly, Per Milestone] basis. All invoices will comply with New York sales tax and withholding obligations.
• Late Payment Interest: Late payments will be subject to interest at a rate of [Percentage] per month, as permitted by New York General Obligations Law.
• Dispute Overcharges: In the event of a dispute regarding overcharges, the Client shall notify the Service Provider in writing within [Number] days of the invoice date. Both parties will then attempt to resolve the dispute in good faith.

6. Intellectual Property Rights:

• Work Made for Hire: All work created by the Service Provider under this Agreement shall be considered "work made for hire" as defined under New York law.
• Transfer of Ownership: Upon full payment, all intellectual property rights in the final deliverables, excluding pre-existing materials, shall transfer to the Client.
• Pre-Existing Materials: The Service Provider retains all rights to any pre-existing materials used in the Project.
• Portfolio Display: The Service Provider reserves the right to display the Project in its portfolio, subject to the Client's prior written approval if the Project is confidential.

7. Confidentiality and Non-Disclosure:

• Confidential Information: Both parties agree to hold confidential all proprietary information, design drafts, business practices, and sensitive client data disclosed during the term of this Agreement.
• Survival: This confidentiality obligation shall survive the termination of this Agreement.

8. Data Privacy Compliance:

• SHIELD Act Compliance: If the Service Provider processes personal information of New York residents, it shall comply with the requirements of the New York SHIELD Act.

9. Quality Assurance and Acceptance:

• Acceptance Testing: The Client shall conduct acceptance testing of the deliverables within [Number] days of receipt.
• Acceptance Criteria: The deliverables shall conform to the specifications outlined in Section 1 of this Agreement.
• Correction of Non-Conforming Work: If the deliverables do not meet the acceptance criteria, the Service Provider shall correct the non-conforming work within [Number] days.

10. Delays and Force Majeure:

• Force Majeure: Neither party shall be liable for delays caused by events beyond their reasonable control, including but not limited to acts of God, war, or government regulations.
• COVID-19 Disruptions: Both parties will cooperate in good faith to address any disruptions caused by COVID-19 or other public health emergencies.

11. Amendment:

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

12. Termination:

• Option A: Termination for Cause: Either party may terminate this Agreement for cause upon written notice to the other party.
• Option B: Termination for Convenience: The Client may terminate this Agreement for convenience upon [Number] days written notice to the Service Provider.
• Final Deliverables: Upon termination, the Service Provider shall deliver all completed deliverables to the Client.
• Return of Confidential Materials: Upon termination, both parties shall return or destroy all confidential materials belonging to the other party.
• Fee Apportionment: In the event of termination, the Service Provider shall be compensated for services performed up to the date of termination.

13. Breach and Remedies:

• Breach: A breach of this Agreement shall include, but not be limited to, missed deadlines, substandard work, infringement of IP rights, or breach of confidentiality.
• Remedies: In the event of a breach, the non-breaching party shall be entitled to remedies including specific performance, cure periods, monetary damages, and indemnification.

14. Liability Limitations:

• Liability Limitation: The Service Provider’s liability for damages shall be limited to the total service fee paid by the Client under this Agreement, except for gross negligence or willful misconduct.

15. Insurance:

• Professional Liability Insurance: The Service Provider shall maintain professional liability insurance with coverage of at least [Dollar Amount].

16. Dispute Resolution:

• Negotiation: The parties shall first attempt to resolve any disputes through amicable negotiation.
• Mediation/Arbitration: If negotiation fails, the parties shall submit the dispute to mediation or arbitration under the rules of [Designated New York-Based Provider, e.g., American Arbitration Association].
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The exclusive jurisdiction and venue for any litigation shall be the state or federal courts located in [Specified County, e.g., New York County], New York.

17. Governing Law:

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

18. New York Legal Compliance:

• Contract Statutes: This Agreement is subject to applicable New York contract statutes.
• Consumer Protection Laws: This Agreement is subject to applicable local consumer protection laws.
• Licensing/Permit Requirements: The Service Provider is compliant with all applicable New York Department of State or local licensing/permit requirements for design practitioners.
• Lien Law Disclosure: [Applicable only for physical/construction-related design services]: The Client is hereby informed of the Service Provider’s potential lien rights under New York’s Lien Law.

19. Delivery and Acceptance of Deliverables:

• Delivery Method: Deliverables shall be delivered in [Physical or Digital Form, e.g., Email, Cloud Storage].
• Acceptance Timeline: The Client shall provide written acceptance or rejection of deliverables within [Number] days of delivery.
• E-Signature Compliance: This Agreement may be executed electronically in compliance with the New York Electronic Signatures and Records Act.

20. 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.
• Assignment: Neither party may assign this Agreement without the prior written consent of the other party.
• Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
• Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon: (a) personal delivery; (b) email transmission to [Service Provider Email Address] and [Client Email Address]; or (c) mailing by certified mail, return receipt requested, to the addresses set forth above.

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

[Service Provider Full Legal Name]

By: [Authorized Signatory Name]

Title: [Title of Signatory]

Date: [Date]

[Client Full Legal Name]

By: [Authorized Signatory Name]

Title: [Title of Signatory]

Date: [Date]