South Carolina design service contract template

South Carolina Design Service Contract

This South Carolina Design Service Contract (the "Agreement") is made and entered into as of [Date], by and between:

• [Design Service Provider Legal Business Name], a [State of Incorporation] [Business Entity Type], with a registered office address at [Design Service Provider Registered Office Address] ("Designer"),

and

• [Client Legal Business Name], a [State of Incorporation] [Business Entity Type], with a registered office address at [Client Registered Office Address] ("Client").

1. Scope of Services

• Option A (Detailed Description): The Designer agrees to provide the following design services to the Client (the "Services"): [Detailed Description of Services, including type of design (e.g., graphic, architectural, web), specific deliverables (e.g., logo, blueprints, website), design phases, and allowed revision rounds].
• Option B (Reference Document): The Designer agrees to provide the design services described in Exhibit A, attached hereto and incorporated by reference (the "Services"). Exhibit A will detail the type of design (e.g., graphic, architectural, web), specific deliverables (e.g., logo, blueprints, website), design phases, and allowed revision rounds.

2. Needs Assessment and Discovery Phase

• The Client shall provide the Designer with all necessary information, including but not limited to [Examples of required information, e.g., brand guidelines, floor plans, project requirements], by [Date].
• The Designer will review the Client's information and conduct a needs assessment to determine the scope and requirements of the Services.

3. Project Milestones and Acceptance

• The Services will be completed in accordance with the following milestones:
  • Milestone 1: [Description of Milestone 1] - Completion Date: [Date] - Acceptance Criteria: [Specific, objective criteria for acceptance]
  • Milestone 2: [Description of Milestone 2] - Completion Date: [Date] - Acceptance Criteria: [Specific, objective criteria for acceptance]
  • Milestone 3: [Description of Milestone 3] - Completion Date: [Date] - Acceptance Criteria: [Specific, objective criteria for acceptance]
• Within [Number] days of completion of each milestone, the Client shall review the deliverables and provide written acceptance or rejection with specific reasons for rejection. Failure to respond within this timeframe will constitute acceptance.

4. Client-Supplied Materials

• The Client shall provide the Designer with all necessary materials, including but not limited to [List of materials, e.g., artwork, branding assets, content], in the following formats: [List of accepted file formats] by [Date].
• The Client acknowledges that delays in providing these materials may result in delays in the completion of the Services.

5. Points of Contact and Communication

• The Client's primary point of contact is [Client Name], [Client Title], [Client Email], [Client Phone Number].
• The Designer's primary point of contact is [Designer Name], [Designer Title], [Designer Email], [Designer Phone Number].
• All communication shall be conducted via [Preferred method of communication, e.g., email, phone, project management software]. The expected response time is [Number] business days.

6. Work Location

• Option A (Remote): The Services will be performed remotely by the Designer.
• Option B (On-Site): The Services will be performed on-site at the Client's location at [Client Location Address].
• Option C (Hybrid): The Services will be performed both remotely and on-site as needed. On-site visits will be scheduled in advance. Travel expenses (if any) will be reimbursed at a rate of [Dollar Amount] per mile or [Describe per diem policy].

7. Fees and Payment

• Option A (Fixed Price): The total fee for the Services is [Dollar Amount].
• Option B (Hourly Rate): The hourly rate for the Services is [Dollar Amount]. An estimated total cost will be provided but is not guaranteed.
• Option C (Phase-Based Payments): Payment will be made according to the following schedule:
  • [Percentage]% upon execution of this Agreement.
  • [Percentage]% upon completion of Milestone 1.
  • [Percentage]% upon completion of Milestone 2.
  • [Percentage]% upon completion of Milestone 3.
• Invoices will be submitted to the Client on [Frequency, e.g., monthly, upon milestone completion]. Payment is due within [Number] days of the invoice date. All fees are subject to South Carolina sales tax, as applicable.

8. Out-of-Scope Work

• Any work requested by the Client that is outside the scope of the Services as defined in Section 1 will be considered out-of-scope work and will be subject to additional fees.
• The Designer will provide the Client with a written estimate for out-of-scope work prior to commencing such work.
• No out-of-scope work will be performed without the Client's written approval.

9. Intellectual Property

• Option A (License): The Designer retains all right, title, and interest in and to the design, including all intellectual property rights. Upon full payment, the Client shall have a [Type of License, e.g., non-exclusive, perpetual] license to use the design for [Specific use, e.g., marketing materials, website].
• Option B (Assignment): Upon full payment, the Designer assigns all right, title, and interest in and to the design, including all intellectual property rights, to the Client, except for the Designer's right to use the design in its portfolio. For architectural works, copyright shall be assigned only to the extent allowed by the federal Copyright Act.
• Option C (Work for Hire): The parties agree that the design is a "work made for hire" as defined in the Copyright Act, 17 U.S.C. § 101, with the Client owning all copyright in the deliverable upon creation.

10. Confidentiality

• Both parties agree to hold confidential all non-public information disclosed by the other party in connection with this Agreement.
• This confidentiality obligation shall survive the termination of this Agreement for a period of [Number] years.

11. Non-Solicitation and Non-Competition

• Option A (No Restriction): There are no non-solicitation or non-competition restrictions in this Agreement.
• Option B (With Restriction): During the term of this Agreement and for a period of [Number] months following termination, the Client shall not solicit or hire any employees or contractors of the Designer. The Designer shall not provide similar services to [Identified Competitors] within [Number] miles of [City, State]. This non-compete provision shall be interpreted consistent with South Carolina law.

12. Term and Termination

• This Agreement shall commence on the date first written above and shall continue until the Services are completed, unless terminated earlier as provided herein.
• Option A (Termination for Convenience): Either party may terminate this Agreement for convenience upon [Number] days' written notice to the other party.
• Option B (Termination for Cause): Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within [Number] days of written notice.
• Upon termination, the Client shall pay the Designer for all Services performed up to the date of termination. The Designer shall provide the Client with all work-in-progress.

13. Client Acceptance

• The Client shall have [Number] days from delivery of any deliverable to provide written acceptance or rejection.
• Failure to respond within this timeframe will constitute acceptance.

14. Warranty

• The Designer warrants that the Services will be performed in a professional and workmanlike manner.
• This warranty shall be in effect for a period of [Number] days from the date of completion of the Services.
• This warranty does not cover defects caused by third-party software or materials provided by the Client.

15. Compliance with Laws

The Designer shall comply with all applicable South Carolina state and local laws and regulations, including [Specific regulations related to the design service, e.g., licensing requirements for architects under SC Code § 40-3].

16. Insurance

• The Designer shall maintain professional liability insurance in an amount not less than [Dollar Amount].
• The Client is advised that design professionals in South Carolina may be subject to state-mandated insurance minimums depending on the discipline.

17. Delays and Force Majeure

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, terrorism, and government regulations.

18. Remedies and Liabilities

• In the event of a breach of this Agreement, the non-breaching party shall be entitled to damages, including but not limited to direct damages.
• The Designer's liability shall be limited to the amount paid by the Client for the Services.
• Neither party shall be liable for consequential, incidental, or punitive damages.

19. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through direct negotiation between the parties.
• If the dispute cannot be resolved through negotiation, the parties shall attempt to resolve the dispute through mediation administered by the American Arbitration Association or the South Carolina Governor's Office of Alternative Dispute Resolution.
• If the dispute cannot be resolved through mediation, the parties may pursue legal action in the state or federal courts located in [County Name], South Carolina. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina.

20. Consumer Protection and Data Privacy

• The parties shall comply with all applicable consumer protection laws, including the South Carolina Consumer Protection Code.
• If personal data is processed, the parties shall comply with all applicable data privacy laws.

21. Amendments

Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

22. Tax Responsibilities

• Each party shall be responsible for its own tax obligations.
• The Client shall provide the Designer with any necessary resale or exemption certificates for tax purposes, as required by the South Carolina Department of Revenue.

23. Severability

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

24. Assignment

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

25. Waiver

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

26. Entire Agreement

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.

27. Optional Customizable Sections

• Subcontractors: Client approval required for all subcontractors.
• Design Software: Designer will use [List of Software].
• Sustainability Standards: Design will adhere to [Specific Sustainability Standards].
• Accessibility Standards: Design will adhere to [Specific Accessibility Standards].
• Client Provided Workspace: Client will provide workspace at [Address].

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

[Design Service Provider Legal Business Name]

By: [Name]

Title: [Title]

[Client Legal Business Name]

By: [Name]

Title: [Title]