Pennsylvania design service contract template

Pennsylvania Design Service Contract

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

• [Designer Name], located at [Designer Address], hereinafter referred to as "Designer," and

• [Client Name], located at [Client Address], hereinafter referred to as "Client."

1. Scope of Services

• Option A: The Designer shall provide the following design services to the Client: [Detailed Description of Services, e.g., Graphic Design, Interior Design, Web Design]. This includes, but is not limited to: [List of Deliverables].

• Option B: Attached hereto as Exhibit A is a detailed Statement of Work outlining the scope of design services to be provided by the Designer. This Statement of Work is incorporated into this Agreement by reference.

• Deliverables: The Designer shall deliver the following: [Specific List of Deliverables with Technical and Artistic Specifications].

• Milestones: The project milestones are as follows: [List of Project Milestones with Dates].

• Acceptance Criteria: The deliverables will be deemed accepted upon the Client's written approval, which shall not be unreasonably withheld, provided the deliverables meet the following criteria: [List of Acceptance Criteria].

2. Client Responsibilities

• Option A: The Client shall provide the Designer with the following materials: [List of Materials, e.g., Branding Guidelines, Existing Design Assets].

• Option B: The Client is responsible for providing all necessary information and materials within [Number] business days of the Designer's request.

• Deadlines: The Client must provide all materials by [Date].

• Format & Quality: All materials provided by the Client must be in the following format and quality: [Specify Format and Quality Requirements].

3. Revisions, Change Requests, and Approvals

• Option A: The Designer will provide [Number] rounds of revisions to the design.

• Option B: Additional revisions beyond [Number] rounds will be billed at [Hourly Rate] per hour.

• Change Requests: All change requests must be submitted in writing using the Change Order Form attached as Exhibit B.

• Scope Changes: Any changes to the scope of services will be subject to additional fees, as agreed upon in a written change order.

• Approval Process: The Client shall review and approve each deliverable within [Number] business days of receipt. Failure to provide timely feedback may result in delays in the project timeline.

4. Work Location

• Option A: The Designer will perform the services remotely.

• Option B: The Designer will perform the services at the Client's premises located at [Client Address].

• Travel Policy: If travel is required, the Client will reimburse the Designer for reasonable travel expenses, including mileage at the IRS standard rate.

• Per Diem: If overnight travel is required, the Client will provide a per diem of [Dollar Amount] per day.

• Site Protocols: The Designer agrees to adhere to all safety and access protocols at the Client's premises.

5. Fees and Payment

• Option A: The total fee for the services is [Dollar Amount] (Fixed Price).

• Option B: The Designer's hourly rate is [Dollar Amount] per hour. The estimated total fee is [Dollar Amount].

• Phase Pricing:

• Conceptual Phase: [Dollar Amount]

• Schematic Design Phase: [Dollar Amount]

• Design Development Phase: [Dollar Amount]

• Final Deliverables Phase: [Dollar Amount]

• Reimbursable Expenses: The Client will reimburse the Designer for pre-approved expenses, including [List of Reimbursable Expenses].

• Retainer/Deposit: A retainer of [Dollar Amount] is due upon signing of this Agreement.

• Payment Schedule:

• [Percentage]% upon signing of this Agreement.

• [Percentage]% upon completion of [Milestone].

• [Percentage]% upon final delivery and acceptance of the deliverables.

• Pennsylvania Sales/Use Tax: Sales tax, if applicable, will be added to invoices in accordance with Pennsylvania law.

• Invoicing: The Designer will submit invoices to the Client on a [Frequency, e.g., monthly, bi-weekly] basis.

6. Intellectual Property

• Option A: Upon full payment, the Client shall own all right, title, and interest in and to the final design deliverables.

• Option B: The Client shall have a non-exclusive license to use the final design deliverables.

• Designer's Right to Use: The Designer retains the right to use the design deliverables for self-promotion and portfolio display.

• Third-Party Licenses: The Designer will obtain all necessary licenses for third-party materials, fonts, and stock images used in the design.

• Moral Rights: The Designer retains all moral rights to the design in accordance with Pennsylvania law.

7. Confidentiality

• Confidential Information: Both parties agree to hold confidential all project-related, client, and technical information.

• Duration: This confidentiality obligation shall survive for [Number] years after the termination of this Agreement.

• Exceptions: This obligation does not apply to information that is publicly available or required to be disclosed by law.

• Permissible Use: The Client and Designer can use the information for the purpose of completing the project.

• Marketing: Use of confidential information for marketing purposes by the designer requires prior consent of the client.

8. Quality Assurance

• Acceptance Testing: The Client shall have [Number] business days to conduct acceptance testing.

• Defect Identification: The Client shall notify the Designer of any defects within [Number] business days of acceptance testing.

• Remedy of Deficiencies: The Designer shall remedy any deficiencies within [Number] business days of notification.

• Refusal/Approval: The Client may refuse deliverables that do not meet the acceptance criteria.

• Pennsylvania Standards: The design work will comply with applicable Pennsylvania consumer and professional service standards.

9. Post-Delivery Obligations

• Maintenance Period: The Designer will provide [Number] days of free maintenance and defect correction after final delivery.

• Technical Support: The Designer will provide ongoing technical support for [Duration] at a rate of [Dollar Amount] per hour.

• Future Updates: Fees for future updates will be negotiated on a case-by-case basis.

• Client-Supplied Errors: The Designer is not responsible for correcting errors in client-supplied materials.

10. Insurance and Licensing

• Insurance: The Designer maintains professional liability/E&O insurance with a limit of [Dollar Amount].

• Licensing: The Designer is properly licensed and registered to perform design services in Pennsylvania, if applicable. The License Number is [License Number].

11. Compliance Representations

• Codes and Ordinances: The design will comply with all applicable state and local design codes and ordinances, including the Pennsylvania Uniform Construction Code.

• Accessibility Standards: The design will comply with accessibility standards, including ADA Title III, if applicable.

12. Force Majeure

• Notification: Either party may provide notification of delays caused by events beyond control.

• Mitigation Obligations: The party experiencing the force majeure event will mitigate any resulting damages.

• Permitted Extensions: The project timeline will be extended by a period equal to the duration of the force majeure event.

• Pennsylvania Statutory Remedies: Both parties will be afforded the remedies available under Pennsylvania law for delays due to Force Majeure events.

13. Termination

• Material Breach: Either party may terminate this Agreement for material breach by the other party.

• Mutual Consent: This Agreement may be terminated by mutual written consent of both parties.

• Termination for Convenience: The Client may terminate this Agreement for convenience with [Number] days written notice.

• Cure Period: The breaching party will have [Number] days to cure the breach.

• Payment Upon Termination: Upon termination, the Client will pay the Designer for all work performed and expenses incurred up to the termination date.

• Return of Materials: Upon termination, both parties will return or destroy all confidential and proprietary materials.

14. Liability

• Breach of Contract: Liability for breach of contract shall be limited to direct damages.

• Damages Cap: In no event shall either party be liable for indirect, consequential, punitive, or exemplary damages.

• Failure to Meet Specifications: The Designer's liability for failure to meet specifications shall be limited to the cost of re-performing the services.

• Late Delivery: Any liability for late delivery shall be capped at [Percentage]% of the total contract price.

• Data/Confidentiality Breaches: Liability for breaches of data/confidentiality shall be governed by Pennsylvania law.

15. Dispute Resolution

• Good Faith Negotiation: The parties agree to attempt to resolve any disputes through good faith negotiation.

• Mediation: If negotiation fails, the parties agree to attempt to resolve the dispute through mediation in [City, PA].

• Arbitration: If mediation fails, the parties agree to resolve the dispute through binding arbitration in accordance with Pennsylvania's Uniform Arbitration Act.

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

• Venue and Jurisdiction: Any legal action arising out of this Agreement shall be brought in the courts of [County] County, Pennsylvania.

• Attorney's Fees: The prevailing party in any legal action shall be entitled to recover its reasonable attorney's fees and costs, to the extent permitted by Pennsylvania law.

16. Consumer Protection & Business Practices

• Pennsylvania UTPCPL: If the Client is an individual, the Pennsylvania Unfair Trade Practices and Consumer Protection Law applies to this Agreement.

• Legal Compliance: The Designer agrees to comply with all applicable laws and regulations, including data privacy laws.

• Authority to Contract: The Designer represents and warrants that it has the authority to enter into this Agreement.

17. Representations and Warranties

• Right to Enter: Both parties represent and warrant that they have the right to enter into this Agreement.

• Authority over Materials: The Client represents and warrants that it has the authority over the supplied materials.

• No Infringement: Both parties represent and warrant that their performance of this Agreement will not infringe on the intellectual property rights of any third party.

• Compliance with Laws: Both parties represent and warrant that they will comply with all applicable laws and regulations.

18. Indemnification

• The Client shall indemnify and hold harmless the Designer from any claims arising out of the Client's use of the design deliverables.

• The Designer shall indemnify and hold harmless the Client from any claims of intellectual property infringement.

19. Severability

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

20. Amendments

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

21. Integration Clause

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

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

[Designer Name]

By: [Designer Signature]

Name: [Designer Printed Name]

Title: [Designer Title]

Date: [Date]

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

Date: [Date]