South Dakota design service contract template

South Dakota Design Service Contract

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

• [Design Service Provider Name], located at [Design Service Provider Address], hereinafter referred to as "Provider," and
• [Client Name], located at [Client Address], hereinafter referred to as "Client."

1. Scope of Services

• Option A: General Description
  • The Provider agrees to provide the Client with [Brief description of the design services].
• Option B: Specific Description
  • The Provider agrees to provide the following design services:
    • Graphic Design
    • Architectural Design
    • Interior Design
    • Landscape Design
  • Detailed project objectives: [Describe the project objectives].
  • Technical requirements: [Specify the technical requirements].
  • Expected deliverables: [List the expected deliverables].
  • Design phases:
    • Concept
    • Schematic
    • Design Development
    • Final Design
  • Acceptance standards: [Describe the acceptance standards].

2. Project Schedule and Milestones

• Option A: General Timeline
  • The project will commence on [Start Date] and be completed by [End Date].
• Option B: Detailed Milestones
  • Milestone 1: [Milestone Description] - Completion Date: [Date]
  • Milestone 2: [Milestone Description] - Completion Date: [Date]
  • Milestone 3: [Milestone Description] - Completion Date: [Date]
• Client Responsibilities:
  • Provide materials by: [Date]
  • Provide site access by: [Date]
  • Provide documentation by: [Date]
  • Provide decisions by: [Date]
  • Consequences of Client delays: [Description]

3. Location of Services

• Option A: Remote
  • Services will be provided remotely.
• Option B: On-site
  • Services will be provided on the Client's premises at [Client Address].
• Option C: Project Site
  • Services will be provided at the project site located at [Project Site Address in South Dakota].
  • Requirements for on-site visits: [Description]
  • Compliance with local building codes and permitting: [Description]

4. Fees and Payment

• Option A: Hourly Rate
  • The hourly rate for services is [Hourly Rate].
• Option B: Flat Fee
  • The flat fee for the project is [Flat Fee].
• Progress Payment Schedule:
  • Payment 1: [Amount] upon signing of the Agreement.
  • Payment 2: [Amount] upon completion of [Milestone].
  • Payment 3: [Amount] upon final delivery.
• Invoicing: [Describe the invoicing requirements].
• South Dakota Sales Tax: [State how sales tax will be handled].
• Out-of-Scope Work: [Describe procedure for handling out-of-scope work].
• Change Order Procedures: [Description]

5. Intellectual Property

• Option A: Client Ownership
  • All intellectual property rights in the final design deliverables shall be owned by the Client.
• Option B: Provider Ownership, Client License
  • The Provider retains ownership of all intellectual property rights. The Client is granted a license to use the final design deliverables for [Specific Use].
• Licensing of preliminary work: [Description].
• Provider's right to use general design concepts: [Description].
• Requirements for attribution or portfolio use: [Description].

6. Confidentiality

Both parties agree to hold confidential all proprietary business, design, and client information. This obligation survives the termination of the agreement. [Further details or specific exceptions, if any].

7. Regulatory Compliance

The Provider shall comply with all applicable South Dakota state and local regulatory requirements, including professional licensure requirements and adherence to local building codes. [List specific relevant South Dakota regulations].

• Disclosure of professional qualifications: [Description].
• Evidence of Licensure as required by SDCL Ch. 36-18A: [Description].

8. Insurance

The Provider shall maintain professional liability (errors and omissions), worker's compensation, and general commercial liability insurance.

• Insurance Coverage Amounts:
  • Professional Liability: [Coverage Amount]
  • Commercial General Liability: [Coverage Amount]
  • Worker's Compensation: [Coverage Amount]
• Certificate proof of insurance shall be provided to the Client.
• Indemnification terms: [Description of indemnification terms].

9. Quality Assurance

The Provider shall ensure the quality of the design services through design review and correction of errors.

• Design review process: [Description].
• Correction of errors: [Description].
• Post-completion consultations: [Description].
• "Punch list" remedial procedures: [Description].
• Warranty or maintenance period: [Description].
• Exceptions for client-directed modifications or misuse: [Description].

10. Delays and Force Majeure

• Remedies for delays: [Description].
• Client-caused project holds: [Description].
• Force Majeure: Events such as natural disasters, government regulations specific to South Dakota, and severe weather events.
  • Requirements for written notice: [Description].
  • Impact assessment: [Description].
  • Rescheduling or termination rights: [Description].

11. Project Changes

• Procedures for project changes: [Description].
• Client review comments: [Description].
• Iteration limits: [Description].
• Escalation steps for disputed design decisions: [Description].

12. Termination

Cause for termination: Failure to pay, breach of obligations, ethical violations, or licensure loss under South Dakota statutes.

• Notice periods: [Number] days written notice.
• Calculation of work-in-progress compensation: [Description].
• Rights to incomplete work: [Description].
• Post-termination transition assistance: [Description].

13. Breach and Liability

• Damages resulting from late delivery: [Description].
• Non-compliance with South Dakota-specific regulatory, safety, or code requirements: [Description].
• IP infringements: [Description].
• Design errors: [Description].
• Misuse of client property: [Description].
• Limitations of liability: [Description].
• Indemnity provisions: [Description].

14. Dispute Resolution

• Good faith negotiations.
• South Dakota-based mediation or arbitration.
• Waiver of jury trial (if desired).
• Exclusive venue in South Dakota courts.
• Governing Law: This Agreement shall be governed by the laws of the State of South Dakota, without regard to its conflict of law principles.

15. Ongoing Compliance

Compliance with all local, state, and federal laws relevant to design services in South Dakota, including Fair Employment Practices, anti-discrimination laws, compliance with SD Board of Technical Professions regulations and construction lien rights under SDCL Ch. 44-9.

16. Representations and Warranties

Provider warrants services will be performed by licensed professionals and meet applicable codes.

Client warrants authority to enter contract, accuracy of information provided, rights to materials supplied.

17. Record Retention and Audit Rights

[Description of record retention and audit rights, if applicable, especially for public clients]

18. Electronic Communication/Signatures

[Description of electronic communication or signature policies to comply with South Dakota’s Uniform Electronic Transactions Act]

19. South Dakota-Specific Concerns

[Description of any special South Dakota-specific concerns, such as stormwater design requirements, tribal land regulations, or unique site conditions relevant to project location. Also include compliance with all local planning boards, historic commissions, or environmental review processes if applicable]

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter hereof.

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

____________________________

[Design Service Provider Name]

By: [Name of Authorized Representative]

Title: [Title]

____________________________

[Client Name]

By: [Name of Authorized Representative]

Title: [Title]