North Dakota design service contract template

North Dakota Design Services Contract

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

• [Service Provider Full Legal Name], a [Service Provider Entity Type, e.g., Limited Liability Company] with its primary business address at [Service Provider Business Address], hereinafter referred to as “Service Provider,” and
• [Client Full Legal Name], a [Client Entity Type, e.g., Corporation or Individual] with its primary business address at [Client Business Address], hereinafter referred to as “Client.”

1. Scope of Work

• Option A: The Service Provider shall provide the following design services (the “Services”): [Detailed description of design services, e.g., "graphic design services including logo design, website design, and marketing material design"]. Deliverables shall include: [Explicit list of deliverables, e.g., "source files for the logo in .AI and .PNG format, website design mockups in .PSD format, marketing material designs in .PDF format"].
• Option B: The Service Provider shall provide the services as outlined in Exhibit A attached hereto and incorporated by reference. Exhibit A shall include a detailed description of tasks, deliverables, formats, and required standards or guidelines. [Specify any compliance with North Dakota building codes, accessibility standards, and local industry practices where relevant].

2. Project Phases and Milestones

• Option A: The Services shall be performed in the following phases:
  • Phase 1: Initial Concepts ([Description and timeline, e.g., "Creation of three initial logo concepts, due [Date]"])
  • Phase 2: Revisions ([Description and timeline, e.g., "Two rounds of revisions based on Client feedback, due [Date]"])
  • Phase 3: Final Deliverables ([Description and timeline, e.g., "Delivery of final logo files, due [Date]"])
• Option B: The Project Phases and Milestones are detailed in Exhibit B, including acceptance criteria and timelines.

3. Client Responsibilities

• Option A: The Client shall provide the following materials to the Service Provider: [List of materials, e.g., "Branding guidelines, project brief, and competitor analysis"] by [Date].
• Option B: The Client shall provide all necessary input and feedback within [Number] business days of receipt from the Service Provider. The Client is responsible for obtaining any necessary permits or approvals, where applicable, for the designs.

4. Service Location

• Option A: The Services will be performed remotely.
• Option B: The Services will be performed at the Client's premises located at [Client Business Address].
• Option C: The Services will be performed at the project site located at [Project Site Address] in North Dakota. Travel costs will be reimbursed as follows: [Specify reimbursement details, e.g., "mileage at the North Dakota state rate, and reasonable lodging expenses pre-approved by Client."].

5. Payment

• Option A: The Client shall pay the Service Provider a fixed fee of [Dollar Amount] for the Services.
• Option B: The Client shall pay the Service Provider an hourly rate of [Dollar Amount] per hour for the Services.
• Option C: The Client shall pay the Service Provider according to the following phased payment schedule:
  • [Percentage]% upon execution of this Agreement.
  • [Percentage]% upon completion of Phase 1.
  • [Percentage]% upon completion of Phase 2.
  • [Percentage]% upon final delivery.
  • Invoices will be submitted on a [Frequency, e.g., "monthly"] basis and are due within [Number] days of receipt. All amounts are subject to North Dakota sales tax where applicable.

6. Intellectual Property Rights

• Option A: Upon satisfactory completion of the Services and full payment, all intellectual property rights in the final design deliverables shall transfer to the Client. Service Provider retains the right to showcase the completed work in its portfolio. Client can decline such usage by notifying Service Provider in writing.
• Option B: Service Provider retains all rights in preliminary designs and concepts. Only the final approved deliverables are transferred to Client upon full payment.

7. Confidentiality

Both parties agree to hold confidential all confidential and proprietary information or data shared during the engagement, in accordance with the North Dakota Uniform Trade Secrets Act. The obligations of confidentiality shall continue for a period of [Number] years following the termination of this Agreement. Permitted disclosures include disclosures required by law.

8. Collaboration Workflow

The Service Provider shall respond to Client inquiries within [Number] business hours. The Client is entitled to [Number] rounds of revisions for each phase. Communication shall primarily be conducted via [Preferred communication method, e.g., "email and phone"].

9. Quality Assurance

The design work shall meet industry standards for quality and accuracy. Acceptance testing will be based on the criteria defined in Exhibit B. The Service Provider shall correct any defects identified within [Number] days of notification.

10. Contract Changes

Any changes to this Agreement must be made in writing and signed by both parties. Change orders shall include a detailed description of the change, the impact on fees and timelines, and the written amendment.

11. Delay and Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a force majeure event, as defined under North Dakota law.

12. Termination

• Option A: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Option B: This Agreement may be terminated immediately by either party for breach of this Agreement, or if the other party becomes insolvent.
• Upon termination, the Client shall pay the Service Provider for all work performed up to the date of termination, and return all Client materials.

13. Liability and Indemnification

The Service Provider's liability under this Agreement shall be limited to the amount paid by the Client for the Services. Except in cases of gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, indirect, special, or punitive damages. The Client shall indemnify and hold the Service Provider harmless from any third-party claims related to intellectual property infringement. The Service Provider maintains professional liability insurance in the amount of [Dollar Amount].

14. Breach and Dispute Resolution

In the event of a breach of this Agreement, the non-breaching party shall be entitled to all remedies available under North Dakota law. The parties agree to first attempt to resolve any disputes through negotiation and mediation. If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration in [City], North Dakota. This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota.

15. Compliance with Laws

The Service Provider shall comply with all applicable North Dakota and federal laws, regulations, and licensing requirements for design services.

16. Representations and Warranties

The Service Provider represents and warrants that it has the qualifications and authority to deliver the Services, and that the design work is original and does not infringe upon any third-party rights.

17. Assignment and Subcontracting

This Agreement may not be assigned by either party without the prior written consent of the other party. The Service Provider may not subcontract any portion of the Services without the prior written consent of the Client. Any permitted subcontractor shall be bound by the terms of this Agreement.

18. Notice

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, or sent by email to the following addresses:

• Service Provider: [Service Provider Business Address], Email: [Service Provider Email Address]
• Client: [Client Business Address], Email: [Client Email Address]

19. Miscellaneous

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. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement shall be interpreted in accordance with North Dakota statutory construction rules. The contract documents shall be prioritized as follows: 1) This Agreement, 2) Exhibit A, 3) Exhibit B.

20. Regulatory Disclosures

[Include any regulatory or industry-specific disclosures required under North Dakota law, such as public safety notices for certain types of design or mandated client information.]

21. Optional Provisions

• Non-Solicitation: [Include a non-solicitation clause, if desired.]
• Conflict of Interest: [Include a conflict of interest statement, if desired.]
• Additional Client Assurances: [Include any additional client-requested assurances or project-specific terms, if desired.]

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

____________________________

[Service Provider Full Legal Name]

By: [Service Provider Name]

Title: [Service Provider Title]

____________________________

[Client Full Legal Name]

By: [Client Name]

Title: [Client Title]