Tennessee design service contract template

Tennessee Design Service Contract

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

• [Design Service Provider Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Address], hereinafter referred to as "Provider,"
• and
• [Client Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Address], hereinafter referred to as "Client."

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

1. Scope of Services

• Option A: General Description
  • Provider shall provide the following design services to Client: [Description of Design Services].
• Option B: Detailed Scope of Work
  • The design services shall include, but not be limited to, the following:
    • Project Phases: [List of Project Phases]
    • Concept Development: [Description of Concept Development Process]
    • Design Drafts/Iterations: [Number] rounds of revisions to initial design concepts.
    • Client Review and Feedback Protocols: [Description of Client Review Process]
    • Final Deliverables: [List of Deliverables, e.g., Digital files, print-ready artwork] in [File Formats] format.
    • Technical Specifications: [Detailed technical specifications]
    • Standards for Acceptance: [Specific acceptance criteria]
    • Design Software/Platforms: [List of software]

2. Project Schedule

• Option A: General Timeline
  • The project shall commence on [Start Date] and be completed on or before [End Date].
• Option B: Detailed Milestones
  • Milestone 1: [Milestone Description] - Due Date: [Date]
  • Milestone 2: [Milestone Description] - Due Date: [Date]
  • Milestone 3: [Milestone Description] - Due Date: [Date]
  • Client Response Timeframes: Client shall provide feedback within [Number] business days of receiving deliverables.
  • Consequences for Missed Deadlines: Late completion by Provider may result in [Penalty, e.g., reduced fee], unless caused by Client.

3. Client Responsibilities

• Option A: General Cooperation
  • Client shall cooperate fully with Provider in the performance of the Services.
• Option B: Specific Responsibilities
  • Provision of Assets/Materials: Client shall provide [List of Materials, e.g., Logos, Content] by [Date].
  • Approval Procedures: Client shall approve designs within [Number] business days of submission.
  • Required Cooperation: Client shall be available for meetings and consultations as reasonably requested by Provider.

4. Location of Service Performance

• Option A: Offsite Performance
  • Services will be performed primarily offsite at Provider's location.
• Option B: Onsite Performance
  • Services will be performed primarily onsite at Client's location at [Address].
  • Site Visits: Provider may conduct site visits as necessary, with reasonable notice to Client.
  • Travel Reimbursement: Client shall reimburse Provider for reasonable travel expenses incurred for onsite work at Client's location in accordance with Tennessee business norms at a rate of [Rate/Mile] per mile.
  • Safety Compliance: Provider shall comply with all applicable safety regulations while on Client's premises.

5. Service Fees and Payment

• Option A: Fixed Fee
  • The total fee for the Services shall be [Dollar Amount].
• Option B: Hourly Rate
  • Provider's hourly rate is [Dollar Amount] per hour.
• Option C: Milestone Payments
  • Payment Schedule:
    • [Percentage]% upon execution of this Agreement.
    • [Percentage]% upon completion of [Milestone].
    • [Percentage]% upon final delivery and acceptance.
• Deposits: A deposit of [Dollar Amount] is required prior to commencement of services.
• Reimbursable Expenses: Client shall reimburse Provider for pre-approved expenses, including [List of Expenses].
• Tennessee Sales Tax: Client is responsible for applicable Tennessee sales tax.
• Invoicing Format: Invoices shall be submitted [Frequency, e.g., monthly] and include a detailed description of services rendered.
• Late Payment Interest: Overdue payments shall accrue interest at the rate of [Percentage]% per month, or the maximum rate allowed under Tennessee law, whichever is lower.
• Methods of Payment: Payments may be made by [List of Payment Methods].

6. Intellectual Property Rights

• Option A: Full Ownership Transfer
  • Upon full payment, all rights, title, and interest in and to the deliverables shall vest in Client.
• Option B: License Grant
  • Provider grants to Client a [Type of License, e.g., perpetual, non-exclusive] license to use the deliverables for [Specific Use].
• Provider's Portfolio Rights: Provider retains the right to use the deliverables in its portfolio and marketing materials.
• Moral Rights: To the extent permitted by law, Client waives any moral rights in the deliverables.
• Pre-Existing Materials: Provider retains all rights to any pre-existing materials incorporated into the deliverables.

7. Confidentiality

• Option A: Standard Confidentiality
  • Both Parties agree to hold each other's confidential information in confidence.
• Option B: Detailed Confidentiality
  • Definition of Confidential Information: [Detailed definition]
  • Obligations: Each Party agrees to protect the other Party's confidential information with the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care.
  • Exceptions: This obligation does not apply to information that is (a) already known to the receiving Party, (b) publicly available, or (c) required to be disclosed by law.
  • Survival: This confidentiality obligation shall survive the termination of this Agreement.

8. Compliance with Laws

Provider shall comply with all applicable Tennessee laws and regulations, including [List Specific Regulations].

If required by Tennessee law, Provider will provide proof of professional liability insurance.

9. Quality Assurance

• Client Approval Rights: Client shall have the right to approve all deliverables.
• Change Requests: Client may request changes or corrections to the deliverables.
• Revision Rounds: This Agreement includes [Number] rounds of revisions.
• Acceptance Standards: Deliverables shall be deemed accepted if they meet the specifications outlined in Section 1.
• Defect Reporting Period: Client shall report any defects within [Number] days of delivery.
• Warranty/Exclusion of Liability: Provider warrants that the deliverables will conform to the specifications. Provider is not liable for misuse or alteration of the deliverables by Client.

10. Change Order Process

All changes to the scope of services must be documented in a written change order signed by both Parties.

The change order shall specify the additional work, changes to the timeline, and any adjustments to the fees.

11. 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, including acts of God, war, or government regulation.

In the event of a force majeure event, the affected Party shall promptly notify the other Party and shall use reasonable efforts to mitigate the impact of the event.

12. Termination

• Option A: Termination for Convenience
  • Either Party may terminate this Agreement for convenience upon [Number] days' written notice.
• 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 the breach within [Number] days' written notice.
• Effect of Termination: Upon termination, Client shall pay Provider for all services performed and expenses incurred up to the date of termination.
• Return of Materials: Upon termination, Client shall return or destroy all preliminary materials provided by Provider.

13. Breach Consequences

In the event of a breach of this Agreement, the non-breaching Party shall be entitled to recover damages, including reasonable attorney's fees, as permitted by Tennessee law.

14. Dispute Resolution

The Parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.

If the Parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through mediation in accordance with Tennessee law.

If mediation is unsuccessful, the dispute shall be resolved by [Arbitration/Litigation] in [County], Tennessee.

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

15. Tennessee-Specific Compliance

The Parties acknowledge and agree to comply with all applicable Tennessee consumer protection, privacy, and data security laws.

16. Warranties

Provider warrants that the deliverables will not infringe on any third-party intellectual property rights and will comply with all applicable laws.

17. Assignment and Subcontracting

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

Provider may subcontract portions of the Services, but shall remain responsible for the performance of its subcontractors.

18. Boilerplate Provisions

• 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 of this Agreement.
• Amendment: This Agreement may be amended only by a written instrument signed by both Parties.
• 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.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party.

19. Addenda/Exhibits

The following addenda are attached to and incorporated into this Agreement:

• Exhibit A: Project Schedule
• Exhibit B: Fee Schedule

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

[Design Service Provider Name]

By: [Name]

Title: [Title]

[Client Name]

By: [Name]

Title: [Title]