Oregon design service contract template

Oregon Design Services Contract

This Oregon Design Services Contract (the "Agreement") is made and entered into as of [Date] by and between:

• [Design Service Provider Name], a [State of Incorporation/Formation] [Entity Type, e.g., Corporation, LLC], with its principal place of business at [Design Service Provider Address] ("Provider"), and

• [Client Name], a [State of Incorporation/Formation] [Entity Type, e.g., Corporation, LLC/Individual], with its principal place of business/residence at [Client Address] ("Client").

Provider and Client are each individually referred to herein as a "Party," and collectively as the "Parties."

Scope of Services

• Option A: The Provider agrees to provide the following design services to the Client: [Detailed Description of Design Services, e.g., logo design, website design, brochure design, architectural plan development, interior design].

• Option B: The specific scope of work is further detailed in Exhibit A, attached hereto and incorporated by reference.

• The deliverables for this project are as follows: [Specific List of Deliverables with Measurable Specifications, e.g., final logo in .AI, .EPS, .PNG formats; website design including mockups and style guide; architectural plans compliant with Oregon building codes].

• The project goals are: [Clearly Defined Project Goals, e.g., increase brand awareness, improve website usability, create a functional and aesthetically pleasing space].

• Client review and approval are required at the following project phases: [List of Review and Approval Phases, e.g., concept development, initial design, final design].

Project Workflow

• The project workflow shall consist of the following stages: [Detailed Description of Project Workflow, including discovery/needs analysis, concept development, design iterations, mockup provision, client feedback integration, final deliverable handoff, and file transfer protocols].

• Provider will provide [Number] design iterations for Client review and feedback.

• File transfer protocol will be [File transfer protocol, e.g., Dropbox, Google Drive, secure FTP].

• All files will be delivered in [File Format] format.

Client Obligations

• The Client shall provide the following to the Provider in a timely manner: [List of Client Obligations, including brand guidelines, existing artwork, content, feedback, decision-maker access, and project-related approvals].

• Client shall provide feedback within [Number] business days of receiving deliverables from the Provider.

• Failure to provide timely feedback may result in delays to the project timeline.

• The Client is responsible for obtaining all necessary permissions and licenses for materials provided to the Provider.

Project Location and Travel

• Option A: The project will be conducted remotely.

• Option B: The project will be conducted onsite at the Client's location at [Client Address].

• Option C: The project will be conducted via a hybrid arrangement.

• If onsite visits are required, the Provider shall be reimbursed for reasonable travel expenses in accordance with Oregon business expense standards. [Specific Details on Reimbursement, e.g., mileage, lodging, meals].

• The Client must pre-approve any travel expenses exceeding [Dollar Amount].

Project Schedule

• The project schedule is detailed in Exhibit B, attached hereto and incorporated by reference.

• Key milestones and delivery dates are as follows: [List of Milestones and Delivery Dates, e.g., Concept Presentation - [Date], Initial Design - [Date], Final Design - [Date]].

• Procedures for requesting changes are as follows: [Detailed Description of Change Order Procedures].

• Any changes to the scope of work may result in additional fees and/or an extension of the project timeline, as outlined in a written change order.

• Change orders must be approved by both parties in writing.

Payment Terms

• Option A: The total fixed fee for the services provided under this Agreement is [Dollar Amount].

• Option B: The Provider's hourly rate is [Dollar Amount] per hour.

• Option C: Payment will be made in installments according to the following milestones: [List of Milestones and Payment Amounts].

• Invoices will be submitted [Frequency, e.g., monthly, upon completion of milestones] and are due within [Number] days of receipt.

• Late payments will be subject to interest at the rate of [Percentage] per month, or the maximum rate permitted by Oregon law (ORS 82.010), whichever is lower.

• All applicable Oregon state and local taxes are the responsibility of the Client. [Specific Taxes, e.g., City of Portland Business License Tax].

Intellectual Property

• Option A: All original artwork, sketches, working files, and final assets created by the Provider shall be considered "works for hire" and shall be owned by the Client.

• Option B: The Client shall receive a limited license to use the final assets for [Specific Use, e.g., marketing purposes, website display]. The Provider retains ownership of all original artwork, sketches, and working files.

• The Provider retains the right to use the final assets in its portfolio for promotional purposes.

• Provider [waives/retains] moral rights to the deliverables, to the extent permitted by Oregon law.

• Any third-party materials used in the project will be properly licensed and attributed.

Confidentiality

• Both parties agree to hold confidential all non-public information received from the other party during the term of this Agreement.

• Confidential information includes, but is not limited to, [Specific Examples of Confidential Information].

• This confidentiality obligation shall survive the termination of this Agreement for a period of [Number] years.

• The terms of this clause are intended to be consistent with the Oregon Uniform Trade Secrets Act (ORS 646.461 et seq.).

• Confidential information excludes information that is publicly available, already known to the receiving party, or received from a third party without restriction.

Data Security and Privacy

• The Provider shall take reasonable measures to protect the security and privacy of any Client data.

• The Provider shall comply with all applicable Oregon data breach notification statutes (ORS 646A.600 et seq.).

• [Specific Cybersecurity Protocols, if applicable].

• The Provider will notify the Client in the event of a data breach.

Quality Assurance

• The Provider warrants that the deliverables will be of professional quality and conform to the specifications outlined in this Agreement.

• The Client shall have [Number] days to review the deliverables and notify the Provider of any errors or defects.

• The Provider shall correct any errors or defects within a reasonable timeframe.

• This warranty does not cover errors resulting from Client-supplied materials or misuse of the deliverables.

• Provider will provide [Number] days of free support or post-handover maintenance.

Insurance and Liability

• The Provider shall maintain [Type of Insurance, e.g., general liability, professional liability] insurance in accordance with Oregon law and industry best practices.

• The Provider's liability under this Agreement shall be limited to [Dollar Amount].

• Provider carries [Dollar Amount] of professional liability insurance.

• Proof of insurance will be provided to the client upon request.

Termination

• Option A: Either party may terminate this Agreement for convenience upon [Number] days written notice.

• Option B: Either party may terminate this Agreement for cause upon [Number] days written notice if the other party materially breaches this Agreement and fails to cure such breach within [Number] days of receiving notice.

• Upon termination, the Client shall pay the Provider for all work performed up to the date of termination.

• Upon termination, the Provider shall deliver to the Client all completed and partially completed deliverables.

Force Majeure

• Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, such as acts of God, war, terrorism, riots, fire, flood, earthquake, or other natural disaster, strikes, lockouts, or other labor disturbances, or governmental regulations.

• This clause is interpreted in accordance with Oregon law.

Indemnification

• The Provider shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to the Provider's breach of this Agreement or the Provider's negligence or willful misconduct.

• The Client shall indemnify and hold harmless the Provider from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to the Client's use of the deliverables.

• [Exceptions or limitations to indemnification, as allowed by Oregon law].

Governing Law and Dispute Resolution

• This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon.

• Any dispute arising out of or relating to this Agreement shall be resolved through [Dispute Resolution Process, e.g., negotiation, mediation, arbitration] in [Oregon County] County, Oregon.

• Oregon law shall apply.

• Venue shall be in [Oregon County] County.

Compliance with Laws

• The Provider represents and warrants that it is in compliance with all applicable Oregon laws and regulations, including professional licensing requirements (if applicable) and the Oregon Department of Justice Unlawful Trade Practices statutes (ORS 646.608).

• Provider complies with ORS Chapter 648 regarding assumed business names.

Equal Opportunity and Non-Discrimination

• The Provider is an equal opportunity provider and does not discriminate on the basis of race, color, religion, sex, national origin, age, disability, or any other protected characteristic.

Representations and Warranties

• The Provider represents and warrants that all work is original and non-infringing.

• Both parties represent and warrant that they have the authority to enter into this Agreement.

Attachments

• Exhibit A: Scope of Work

• Exhibit B: Project Schedule

• Exhibit C: Fee and Expense Summary

Assignment and Subcontracting

• Neither party may assign this Agreement without the prior written consent of the other party.

• Provider may engage subcontractors with client approval.

• Any permitted assignment shall be subject to Oregon contract law.

Electronic Records and Signatures

• Electronic records and signatures shall conform with the Oregon Uniform Electronic Transactions Act (ORS 84.001 et seq.).

Precedence

• In the event of a conflict between this Agreement and any attachments, the terms of this Agreement shall prevail.

Notices

• 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, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

Severability

• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Severability is automatic under Oregon law.

Client Protections (Optional)

• Right to Cancel: If this Agreement was signed at the Client's residence, the Client has the right to cancel this Agreement within three business days as provided in ORS 83.720 et seq.

• ADA Compliance: Provider represents that all relevant design deliverables conform to the federal Americans with Disabilities Act.

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]

[Client Name]

By: [Authorized Representative Name]

Title: [Title/Position]