Rhode Island design service contract template

Rhode Island Design Service Contract

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

• [Service Provider Name], with a business address at [Service Provider Address] and contact information [Service Provider Phone], [Service Provider Email] (the “Service Provider”),

and

• [Client Name], with a business address at [Client Address] and contact information [Client Phone], [Client Email] (the “Client”).

1. Scope of Services

• Option A: General Design Services:

• The Service Provider agrees to provide the following design services: [Description of Services].

• Option B: Specific Design Services:

• The Service Provider will provide design services including, but not limited to: [List specific design services, e.g., graphic design, web design, interior design, architectural design (with RI licensure noted), industrial design, etc.]. This includes deliverables in the following formats: [List deliverable formats, e.g., digital files (.ai, .psd, .pdf), physical mock-ups, presentations].

• All designs shall comply with applicable Rhode Island and federal codes, including ADA accessibility standards where applicable.

2. Client Responsibilities

• Option A: General Responsibilities:

• The Client agrees to provide all necessary information and resources to the Service Provider in a timely manner.

• Option B: Detailed Responsibilities:

• The Client shall provide the Service Provider with the following:

• Specific inputs and instructions regarding the design project.
• Timely feedback on all deliverables.
• Brand guidelines (if applicable).
• Proprietary materials as needed.
• A designated point of contact, [Client Contact Name], with the authority to approve deliverables.

3. Project Milestones and Acceptance

• Option A: Simple Milestones:

• The project will be completed according to the following milestones: [List Milestones].

• Option B: Detailed Milestones and Acceptance:

• The following milestones shall be achieved:

• [Milestone 1]: [Description] – Due Date: [Date] – Acceptance Criteria: [Criteria]

• [Milestone 2]: [Description] – Due Date: [Date] – Acceptance Criteria: [Criteria]

• The Client shall have [Number] days to review and approve each deliverable. Acceptance shall be deemed granted if no feedback is received within this timeframe.

• The project includes [Number] rounds of revisions.

• Additional work outside the original scope will require a change order approved by both parties, with fees as specified in Section 4.

4. Fees and Payment

• Option A: Flat Fee:

• The total fee for the services is [Amount].

• Option B: Detailed Fee Structure:

• The total fee for the services is [Amount], payable as follows:

• Deposit: [Amount] due upon signing of this Agreement.

• Payment Schedule: [Describe Payment Schedule, e.g., monthly, upon completion of milestones].

• Invoices will be sent [Frequency, e.g., monthly]. Acceptable payment methods are [List Payment Methods, e.g., check, electronic transfer].

• Rhode Island sales tax of [Percentage]% will be applied where applicable.

• Option C: Hourly Rate:

• The Service Provider will be paid at an hourly rate of [Amount] per hour. The Service Provider will track and invoice the Client for all hours worked.

5. Intellectual Property

• Option A: Client Ownership:

• All intellectual property rights, including copyright, in the final designs shall vest in the Client.

• Option B: Limited License:

• The Service Provider retains ownership of all preliminary drafts and underlying native files. The Client is granted a [Exclusive/Non-Exclusive] license to use the final designs for [Specific Purposes] for a duration of [Duration]. This is considered work made for hire under federal IP law and Rhode Island statutes.

• Option C: Shared Ownership:

• Both parties will share the intellectual property rights. The specifics will be determined through an addendum and in compliance with Rhode Island law.

6. Portfolio Rights

• Option A: Permission Granted:

• The Service Provider may display project work in their portfolio or marketing materials.

• Option B: Restrictions Apply:

• The Service Provider may display project work in their portfolio or marketing materials only with the Client’s prior written consent.

• Option C: No Permission Granted:

• The Service Provider may not display project work. This applies especially to confidential projects.

7. Confidentiality

• Option A: Standard Confidentiality:

• Both parties agree to hold each other’s confidential information in confidence.

• Option B: Detailed Confidentiality:

• Both parties agree to not disclose any confidential or proprietary information of the other party to any third party. Confidential information includes, but is not limited to: [List examples of confidential information, e.g., client lists, pricing information, trade secrets]. This agreement is in accordance with the Rhode Island Uniform Trade Secrets Act.

8. Quality Assurance

• Option A: Basic Assurance:

• The Service Provider warrants that the services will be performed in a professional manner.

• Option B: Detailed Assurance:

• The Service Provider warrants that the services will be performed in a professional manner and that the deliverables will meet the acceptance criteria outlined in Section 3.

• The Client shall notify the Service Provider of any defects within [Number] days of delivery.

• The Service Provider will correct any defects at no additional cost to the Client. This excludes defects from misuse or unauthorized modifications by the client.

9. Delays and Force Majeure

• Option A: Standard Delay Clause:

• Neither party shall be liable for delays caused by events beyond their reasonable control.

• Option B: Detailed Delay Clause:

• Neither party shall be liable for delays caused by acts of God, war, riots, epidemics, natural disasters, or government orders. The affected party shall notify the other party promptly of any such delay.

10. Termination

• Option A: Termination for Convenience:

• Either party may terminate this Agreement upon [Number] days written notice.

• Option B: Termination for Breach:

• Either party may terminate this Agreement if the other party breaches a material term of this Agreement and fails to cure such breach within [Number] days written notice.

• Upon termination, the Client shall pay the Service Provider for all services rendered up to the date of termination. Surviving obligations include confidentiality and indemnification.

11. Limitation of Liability

• Option A: Basic Limitation:

• The Service Provider’s liability shall be limited to the amount paid by the Client under this Agreement.

• Option B: Detailed Limitation:

• In no event shall either party be liable for consequential damages, lost profits, or other indirect damages. The Service Provider’s total liability shall be limited to the amount paid by the Client under this Agreement. The Client agrees to indemnify the Service Provider from third-party IP infringement claims. This section complies with Rhode Island law.

12. Insurance

• Option A: No Specific Insurance Required:

• No specific insurance requirements are made in this contract.

• Option B: Specific Insurance Required:

• The Service Provider shall maintain professional liability insurance with a minimum coverage of [Amount]. If working on-site at the Client's Rhode Island premises, the Service Provider must also maintain workers' compensation insurance as required by Rhode Island law.

13. Compliance with Laws

• Option A: Standard Compliance:

• Both parties shall comply with all applicable laws and regulations.

• Option B: Detailed Compliance:

• The Service Provider shall comply with all applicable Rhode Island state and local laws and regulations, including licensing requirements for design professionals, building codes, and environmental regulations. For architectural or engineering services, assurances of Rhode Island licensure must be provided.

14. Dispute Resolution

• Option A: Mediation:

• Any disputes arising out of this Agreement shall be resolved through mediation in Rhode Island.

• Option B: Arbitration:

• Any disputes arising out of this Agreement shall be resolved through binding arbitration in Rhode Island. Rhode Island law governs this contract, with exclusive jurisdiction in Rhode Island courts.

15. Assignment and Subcontracting

• Option A: No Assignment:

• Neither party may assign this Agreement without the other party’s written consent.

• Option B: Assignment Allowed:

• This Agreement may be assigned with the written consent of the other party. The Service Provider must notify the client if non-employee design professionals or out-of-state vendors are used.

16. Data Privacy and Security

• Option A: Standard Data Privacy:

• Both parties agree to protect the other party’s data.

• Option B: Detailed Data Privacy:

• The Service Provider shall securely handle, transmit, and store Client data in accordance with the Rhode Island Identity Theft Protection Act.

17. Independent Contractor

The Service Provider is an independent contractor and is not an employee of the Client. The Service Provider is responsible for paying all applicable taxes on its earnings.

18. Testimonials

• Option A: Client Name Use:

• The Service Provider may use the Client’s name and project details in its marketing materials.

• Option B: With Consent:

• The Service Provider may use the Client’s name and project details in its marketing materials only with the Client’s prior written consent.

• Option C: Prohibited:

• The Service Provider may not use the Client’s name and project details in its marketing materials.

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. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

21. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

22. Counterparts

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.

23. 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, or sent by email to the addresses set forth above.

24. Integration Clause

This Agreement represents the complete understanding between both parties. Any negotiations or communications outside of this agreement are void.

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

[Service Provider Name]

By: [Service Provider Signature]

Name: [Service Provider Printed Name]

Title: [Service Provider Title]

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]