Ohio design service contract template

Ohio Design Service Contract

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

• [Design Service Provider's Full Legal Name], a [State of Incorporation] [Corporation/LLC/etc.] with its registered address at [Registered Address], and whose principal representative is [Principal Representative Name] (hereinafter referred to as “Provider”),

and

• [Client's Full Legal Name], a [State of Incorporation] [Corporation/LLC/etc.] with its registered address at [Registered Address], and whose principal representative is [Principal Representative Name] (hereinafter referred to as “Client”).

1. Scope of Services

• Option A: General Description
  • Provider agrees to provide the following design services to Client: [Detailed Description of Design Services, e.g., Graphic Design, Architectural Design, Web Design].
• Option B: Specific Deliverables
  • The specific deliverables to be provided by Provider include, but are not limited to:
    • [Deliverable 1: Description, File Type, Format]
    • [Deliverable 2: Description, File Type, Format]
    • [Deliverable 3: Description, File Type, Format, Physical Components if any]
• Option C: Design Phases
  • The design services will be performed in the following phases:
    • Concept Phase: [Description of Concept Phase Deliverables and Activities]
    • Schematic Phase: [Description of Schematic Phase Deliverables and Activities]
    • Design Development Phase: [Description of Design Development Phase Deliverables and Activities]
    • Construction Documentation Phase: [Description of Construction Documentation Phase Deliverables and Activities]
    • Production Files/Digital Assets Phase: [Description of Production Files/Digital Assets Phase Deliverables and Activities]

2. Project Timeline and Milestones

• Option A: Defined Milestones
  • The project timeline and milestones are as follows:
    • Milestone 1: [Milestone Description] - Deadline: [Date]
    • Milestone 2: [Milestone Description] - Deadline: [Date]
    • Milestone 3: [Milestone Description] - Deadline: [Date]
    • Final Delivery: [Description] - Deadline: [Date]
• Option B: Approval Process
  • Client shall provide written feedback within [Number] days of each milestone submission.
  • Provider shall incorporate Client feedback and resubmit within [Number] days.

3. Client Responsibilities

• Option A: Provision of Materials
  • Client shall provide Provider with all necessary materials, including but not limited to: [List of Materials, e.g., Branding Assets, Data, Briefs] by [Date].
• Option B: Access and Information
  • Client shall provide Provider with access to [Facilities/Information Required] as needed for the performance of services.
• Option C: Third-Party Coordination
  • Client is responsible for coordinating with [Third Party/Parties], including obtaining any necessary [Permissions/Approvals]

4. Location of Services

• Option A: Remote Work
  • Provider will perform the services remotely.
• Option B: On-Site Work
  • Provider will perform the services on-site at [Location].
    • Travel Expenses: Client shall reimburse Provider for reasonable travel expenses in accordance with IRS and Ohio guidelines. The reimbursement rate for mileage is [Dollar Amount] per mile.

5. Fees and Payment

• Option A: Fixed Price
  • The total fixed price for the services is [Dollar Amount].
    • Payment Schedule:
      • Deposit: [Dollar Amount] due upon signing of this Agreement.
      • Progress Payment 1: [Dollar Amount] due upon completion of [Milestone].
      • Final Payment: [Dollar Amount] due upon final delivery and acceptance of deliverables.
• Option B: Hourly Rate
  • Provider's hourly rate is [Dollar Amount].
    • Invoicing: Provider will invoice Client [Frequency, e.g., Bi-weekly, Monthly] for services rendered.
• Option C: Late Payment
  • Late payments shall be subject to a late fee of [Percentage]% per month. Consistent with Ohio’s Prompt Payment Act, if payment is not received within [Number] days, Provider reserves the right to suspend services.
• Option D: Ohio Sales Tax Compliance
  • Client is responsible for paying any applicable Ohio sales tax on the services provided. Provider shall comply with R.C. § 5739.01 regarding transaction definitions and exemptions.

6. Intellectual Property

• Option A: Ownership Transfer
  • Upon full payment, all intellectual property rights in the final deliverables shall transfer to the Client, with the exception of the right of Provider to use the deliverables in their portfolio.
• Option B: Preliminary Works
  • Provider retains all rights to preliminary sketches and drafts.
• Option C: Moral Rights
  • Provider retains moral rights to attribution as the creator of the work, as per Ohio law.

7. Confidentiality

• Option A: General Confidentiality
  • Both parties agree to hold confidential all non-public information disclosed by the other party. This includes safeguarding proprietary, business, and customer data during and after the contract, complying with Ohio Revised Code on trade secrets and client information protection.
• Option B: Data Security
  • Provider shall implement reasonable data security measures to protect Client's confidential information.

8. Changes and Additional Services

• Option A: Change Requests
  • Any changes to the scope of services must be agreed upon in writing by both parties.
• Option B: Additional Services
  • Additional services will be billed at Provider's standard hourly rate of [Dollar Amount] or as otherwise agreed upon in a written addendum.

9. Quality Assurance and Acceptance

• Option A: Acceptance Criteria
  • Acceptance of each phase will be based on the following criteria: [List of Criteria].
• Option B: Review Period
  • Client shall have [Number] days to review and accept or reject each deliverable.
• Option C: Defect Correction
  • Provider shall correct any defects reported within [Number] days of notification.

10. Maintenance and Support

• Option A: Included Support
  • Provider will provide [Number] months of post-delivery support for correction of design defects.
• Option B: Additional Support
  • Additional support will be billed at Provider's standard hourly rate.

11. Insurance

• Option A: Professional Liability
  • Provider maintains professional liability insurance with coverage of [Dollar Amount].
• Option B: Other Insurance
  • Provider maintains [Type of Insurance, e.g., General Liability, Worker's Compensation] as required by Ohio law.

12. Subcontracting

• Option A: Approval Required
  • Provider shall not subcontract any portion of the services without Client's prior written approval.
• Option B: Subcontractor Compliance
  • Any subcontractors used must adhere to Ohio's licensure and contract laws. Provider is responsible for the work of its subcontractors.

13. Professional Licensure

• Option A: Required Licenses
  • Provider holds the following professional licenses required for the services being provided: [List of Licenses and Governing Boards, e.g., Ohio Architects Board].

14. Compliance with Laws

• Option A: General Compliance
  • Provider shall comply with all applicable Ohio and local laws, codes, and ordinances, including state building codes and municipal design standards.

15. Force Majeure

• Option A: Standard Clause
  • Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, or government regulation, consistent with Ohio standards on excusable delay.

16. Dispute Resolution

• Option A: Negotiation and Mediation
  • The parties agree to first attempt to resolve any disputes through good faith negotiation. If negotiation fails, the parties agree to participate in mediation in Ohio, using a mutually agreed upon mediator.
• Option B: Governing Law and Venue
  • This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County], Ohio.

17. Termination

• Option A: Termination for Cause
  • Either party may terminate this Agreement for cause upon [Number] days written notice if the other party materially breaches this Agreement.
• Option B: Termination for Convenience
  • Client may terminate this Agreement for convenience upon [Number] days written notice.
• Option C: Payment Upon Termination
  • Upon termination, Client shall pay Provider for all services performed up to the date of termination, and for any expenses reasonably incurred.

18. Limitation of Liability

• Option A: Monetary Cap
  • Provider's liability under this Agreement shall be limited to the total fees paid by Client.
• Option B: Exclusion of Damages
  • In no event shall Provider be liable for any indirect, incidental, or consequential damages.

19. Representations and Warranties

• Option A: Provider's Warranties
  • Provider represents and warrants that it has the expertise and all necessary licenses to perform the services. Provider also warrants that the deliverables will not infringe any third-party rights.
• Option B: Client's Warranties
  • Client represents and warrants that it has the valid authority to engage Provider's services.

20. Non-Solicitation

• Option A: Employee Non-Solicitation
  • During the term of this Agreement and for a period of [Number] months thereafter, Client shall not solicit or hire any employee of Provider. (Subject to Ohio enforceability standards)

21. Signatures

• Option A: 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, compliant with the Ohio Uniform Electronic Transactions Act.

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

[Design Service Provider's Full Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Client's Full Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]