North Carolina design service contract template

North Carolina Design Service Contract

This North Carolina Design Service Contract (the "Agreement") is made and entered into as of this [Date] by and between:

• [Design Service Provider Name], a [Entity Type, e.g., Limited Liability Company] organized and existing under the laws of North Carolina, with a principal place of business at [Business Address], and North Carolina Registration Number [Registration Number] ("Designer"), and
• [Client Name], residing at [Client Address] ("Client").

1. Scope of Services

• Option A: The Designer shall provide the following design services to the Client: [Detailed Description of Design Services, including but not limited to preliminary consultations, project research, schematic and conceptual design, presentation materials, revisions policy, final deliverables format (digital files, print files, physical samples if applicable), design software or platforms used, versioning, and standards for professional practice in design within North Carolina.]
• Option B: The Designer shall provide the design services as described in Exhibit A attached hereto.
• Deliverable Quality Standards: All deliverables shall meet industry standards for professional design and conform to the specifications outlined in Exhibit B, including but not limited to [Specific client business objectives or regulatory needs].

2. Project Timeline

• Option A: The project timeline is as follows:
  • Phase 1: Initial Concepts - [Start Date] - [End Date]
  • Phase 2: Client Feedback - [Start Date] - [End Date]
  • Phase 3: Development - [Start Date] - [End Date]
  • Phase 4: Final Approval - [Start Date] - [End Date]
• Option B: The project timeline and milestones are as described in Exhibit C attached hereto. Acceptance criteria for each stage is detailed in the respective phase description.

3. Client Responsibilities

• Option A: Client shall provide the following to the Designer: [List of client responsibilities for providing timely feedback, reference materials, brand assets, project information, and written approvals, including explicit timelines for each client action to avoid project delays]. Client must provide written approval within [Number] days of receipt of deliverables.
• Option B: Client responsibilities are detailed in Exhibit D attached hereto.

4. Service Location and Travel

• Option A: Services will be performed [Onsite in North Carolina, Remote, or Hybrid]. If services are performed onsite, the address is [Service Address].
• Option B: Services will be performed remotely.
• Travel Expenses: If onsite services require travel, Client shall reimburse Designer for reasonable travel expenses, including mileage at the North Carolina state rate of [Mileage Rate] per mile, and per diem expenses not to exceed [Dollar Amount] per day, in accordance with North Carolina standards.

5. Compensation

• Option A: Fixed Fee - The total fixed 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-Based Payment - Payments will be made according to the following schedule:
  • [Percentage]% upon execution of this Agreement
  • [Percentage]% upon completion of [Milestone]
  • [Percentage]% upon final approval of deliverables
• Invoicing: Designer will submit invoices to Client [Frequency, e.g., monthly]. Payment is due within [Number] days of invoice date.
• Taxes: Client is responsible for all applicable North Carolina state and local sales or services taxes.
• Late Payment Penalty: Late payments will accrue interest at a rate of [Percentage]% per month, as permitted by North Carolina law.

6. Out-of-Scope Work

• Any work outside the scope of services described in Section 1 or Exhibit A will be considered out-of-scope. Out-of-scope work will be billed at Designer's standard hourly rate of [Dollar Amount], or as otherwise agreed upon in writing.
• All change requests must be submitted in writing and approved by both parties via a formal change order amendment to this Agreement.

7. Intellectual Property

• Option A: Ownership - Designer retains ownership of all copyrights, trademarks, and derivative works created during the project until Client has made full payment. Upon full payment, ownership of the final deliverables, excluding preliminary drafts and concepts, will transfer to the Client.
• Option B: License - Designer grants Client a non-exclusive license to use the final deliverables for [Specific Use]. Designer retains all other rights, including the right to use samples in portfolios or for promotional purposes.
• Copyright Assignment: Upon full payment, Designer will execute a formal copyright assignment transferring ownership of the final deliverables to Client.

8. Confidentiality

• Designer agrees to hold Client's data, proprietary information, market strategy, and creative concepts in strict confidence. This obligation shall continue for [Number] years after the termination of this Agreement.
• Exception: This obligation shall not apply to information that is publicly available, already known to Designer, or required to be disclosed by law.

9. Limitation of Liability

• Designer's liability for any damages arising out of this Agreement shall be limited to the amount of fees paid by Client to Designer under this Agreement.
• Designer shall not be liable for any indirect, incidental, or consequential damages.
• Designer maintains professional liability insurance coverage of [Dollar Amount].

10. Compliance with Laws

Designer shall comply with all applicable North Carolina and federal laws, including licensing, registration, consumer protection, anti-discrimination, ADA accessibility, data privacy, and records retention laws.

11. Force Majeure

• Neither party shall be liable for any failure to perform its obligations under this Agreement due to acts of nature, government action, or other events beyond its reasonable control.
• The affected party shall provide prompt notice to the other party and shall use commercially reasonable efforts to mitigate the impact of the force majeure event.

12. Termination

• Option A: This Agreement may be terminated by mutual agreement of the parties.
• Option B: This Agreement may be terminated by either party for cause (breach, non-cooperation, nonpayment) upon [Number] days written notice.
• Option C: This Agreement may be terminated by Client for convenience upon [Number] days written notice.
• Wind-Up Obligations: Upon termination, Designer shall deliver all work-in-progress to Client, and Client shall pay Designer for all services rendered up to the date of termination.

13. Dispute Resolution

• The parties shall first attempt to resolve any disputes through good faith negotiation. If negotiation fails, the parties agree to participate in mediation in [City], North Carolina.
• If mediation is unsuccessful, any remaining disputes shall be resolved through arbitration in [City], North Carolina, governed by the laws of the State of North Carolina.
• Venue for any legal action shall be in [County] County, North Carolina.

14. Remedies for Breach

In the event of a breach of this Agreement, the non-breaching party shall be entitled to [Liquidated damages (if enforceable under NC law), cure periods, attorney’s fees entitlement, or offset rights], as permitted by North Carolina law.

15. Warranties and Representations

• Designer warrants that it has the authority to enter into this Agreement, that the work product will be original, and that it will not infringe upon the rights of any third party.
• Client warrants that it has the authority and ownership of the provided assets.
• Warranty Period: Designer warrants that the deliverables will conform to the specifications outlined in this Agreement for a period of [Number] days from the date of final approval.

16. Maintenance and Support

• Designer will provide [Description of follow-up support included, such as minor text/image changes, file re-delivery, technical support] for a period of [Number] days after completion of the project.
• Additional support may be purchased at Designer's standard hourly rate.

17. Document Retention

• Designer shall retain all project-related documents and files for a period of [Number] years.
• Client shall have the right to access and audit these records.

18. Required State-Specific Notices

[Include any required state-specific notices, such as North Carolina's lien law disclosures for design professionals (if applicable), right-to-cure statements, or consumer cancellation rights for certain classes of clients].

19. Signatures

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

[Design Service Provider Name]

By: [Authorized Representative Name]

Title: [Title]

Date: [Date]

[Client Name]

By: [Authorized Representative Name]

Title: [Title]

Date: [Date]

20. Integration Clause

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

21. Electronic Signatures

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. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy.

22. Subcontracting

Designer may subcontract portions of the services, but shall remain responsible for the performance of all subcontractors. Designer shall ensure all subcontractors maintain required insurance certificates, background checks, or business registrations.

23. Pre-Existing Intellectual Property

Client shall review and approve all pre-existing intellectual property, open-source elements, or vendor-supplied content incorporated in designs. Client shall indemnify Designer from any infringement claims related to approved content.

24. Local Suppliers

Designer will prioritize the use of local suppliers, materials, or production resources where feasible and consistent with project requirements.

25. Data Security

Designer shall protect confidential client and project data in accordance with North Carolina breach notification laws and information security standards.

26. Insurance and Indemnity

Client shall indemnify Designer from any claims arising from Client's use of the deliverables, except for claims arising from Designer's gross negligence or willful misconduct.

27. Professional Standards

Designer shall adhere to the ethical standards and professional guidelines of [Applicable professional association standards, such as AIGA or NCIDQ for interior design] and comply with relevant North Carolina state board rules for licensed design professionals.

28. Amendments

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

Exhibit A: Scope of Work

Exhibit B: Deliverable Quality Standards

Exhibit C: Project Timeline and Milestones

Exhibit D: Client Responsibilities