Texas design service contract template

Texas Design Services Contract

This Texas Design Services Contract ("Agreement") is made and entered into as of this [Date of Execution], by and between:

• [Design Service Provider Legal Name], a [Business Entity Type, e.g., Texas LLC] with its principal place of business at [Design Service Provider Address], hereinafter referred to as "Provider,"
Contact Information: [Provider Phone Number]; [Provider Email Address]

• and

• [Client Legal Name], a [Business Entity Type, e.g., Texas Corporation] with its principal place of business at [Client Address], hereinafter referred to as "Client."
Contact Information: [Client Phone Number]; [Client Email Address]

1. Scope of Services

Provider agrees to provide the following design services ("Services") to Client:

• Detailed description of the services including project goals and client objectives: [Detailed description of Services]
• Option A: Ideation, concept sketches, drafts.
• Option B: Technical drawings, renderings, digital files.
• Option C: Revisions as specified in Section 9.
• Option D: Optional additional services:
• Procurement assistance.
• Construction administration (if applicable).
• Vendor coordination.

2. Project Timeline and Deliverables

The project will proceed according to the following timeline:

• Start Date: [Start Date]
• End Date: [End Date]
• Milestones and Deliverables: [List of Milestones and Corresponding Deliverables with Deadlines]
• Client Approval Checkpoints: [Description of Client Approval Process and Timeframes]
• Deliverable Formats: [Specify deliverable formats, e.g., digital (file types), print specifications]
• Quality Standards & Texas Compliance: [Specify quality standards and compliance with relevant industry norms and Texas-specific professional licensing requirements]

3. Client Responsibilities

Client agrees to:

• Provide all necessary information, including but not limited to branding assets, corporate standards, technical specifications, and content, in a timely manner.
• Respond to requests and design proofs within [Number] business days.
• Accurate and timely feedback.

4. Location of Work and Travel

• Location of Work: [Onsite, Remote, Hybrid]
• Texas Travel Reimbursement Policy (if applicable): [Detailed Policy for Travel Expenses]
• Option A: Mileage reimbursement at the IRS standard rate.
• Option B: Pre-approved travel expenses only.
• Per Diem Allowance (if applicable): [Specify Per Diem Rate]
• Insurance Requirements for On-Site Services: [Specify required insurance coverage, e.g., workers' compensation]

5. Fees and Payment

Client shall pay Provider for the Services as follows:

• Quoting Structure: [Fixed Fee, Hourly Rate, Retainer, or Hybrid]
• Option A: Fixed Fee: [Dollar Amount]
• Option B: Hourly Rate: [Dollar Amount] per hour.
• Option C: Retainer: [Dollar Amount] per month.
• Payment Milestones: [List Payment Milestones and Corresponding Amounts]
• Required Advance Payment/Deposit: [Dollar Amount]
• Invoicing Schedule: [Frequency of Invoicing, e.g., monthly]
• Late Payment Penalties (Compliant with Texas Business and Commerce Code §302): [Specify late payment penalties, not exceeding legal limits]
• Texas Sales/Use Taxes: [Specify how sales/use taxes will be handled in accordance with Comptroller guidance]

6. Intellectual Property Rights

• Ownership of Designs:
• Option A: Works Made for Hire: All designs, sketches, drafts, and final works shall be considered "works made for hire" and owned by Client.
• Option B: License: Provider grants Client a [Specify Type of License, e.g., exclusive, non-exclusive] license to use the final designs upon full payment.
• Copyright Assignment: [Specify if copyright will be assigned upon full payment]
• Provider's Right to Portfolio/Display: [Specify Provider's right to use the designs for portfolio/self-promotional purposes, if any]

7. Confidentiality

• Nondisclosure and Confidentiality: Both parties agree to hold confidential all business plans, creative concepts, technical drawings, specifications, and client business information, consistent with the Texas Uniform Trade Secrets Act (TUTSA).
• Post-Termination Survival: This confidentiality obligation shall survive termination of this Agreement for a period of [Number] years.

8. Non-Compete/Non-Solicitation (Optional – Must be Enforceable under Texas Law)

• Non-Compete: [Specify terms, duration, and geographic scope, ensuring reasonableness under Texas Business & Commerce Code §15.50, or state "None"]
• Non-Solicitation: [Specify terms, duration, and scope, ensuring reasonableness under Texas Business & Commerce Code §15.50, or state "None"]

9. Revisions

• Limits on Revisions: [Specify number of revision rounds included]
• Additional Fees for Out-of-Scope Changes: [Specify hourly rate or fixed fee for additional revisions]
• Procedure for Client-Requested Modifications/Scope Expansions: [Describe how changes to the scope of work will be handled]

10. Third-Party Materials

• Client Approval of Stock Assets, Fonts, etc.: Client must approve any third-party materials before use.
• Indemnification and Compliance: Client shall indemnify Provider against any claims arising from the use of third-party materials approved by Client, ensuring compliance with copyright/trademark use and licensing under Texas law.

11. Quality Assurance and Acceptance

• Acceptance Inspection Period: [Number] days.
• Written Acceptance or Punch-List Requirements: [Specify requirements for written acceptance or a punch list of defects]
• Free Correction Period: [Number] days for design defects or errors.
• Exclusions: Provider is not responsible for issues caused by outside vendors or improper client modifications.

12. Force Majeure

• Defined Events: Natural disasters, government action, pandemic, etc.
• Notice, Suspension, and Resumption Protocols: [Specify procedures for notice, suspension, and resumption of obligations]

13. Amendments

• All amendments to this Agreement must be in writing and signed by both parties.

14. Termination

• Termination for Cause: Material breach with a [Number] day cure period.
• Termination for Convenience:
• Option A: Client may terminate with [Number] days' written notice.
• Option B: Provider may terminate with [Number] days' written notice.
• Mutual Agreement: This Agreement may be terminated by mutual written agreement of both parties.
• Final Payment and Deliverables: [Specify payment terms upon termination and deliverable handover]
• Return/Destruction of Confidential Information: [Specify protocol for return or destruction of confidential information]

15. Liability Limitation and Indemnification

• Liability Limitation: Provider's aggregate liability shall be limited to [Dollar Amount].
• Indemnification: Client agrees to indemnify and hold harmless Provider from any claims arising from downstream use, client's decisions, or third-party implementation errors.

16. Compliance

• Both parties agree to comply with all applicable Texas statutes and local ordinances, including professional registration/licensure if required.
• Texas Deceptive Trade Practices Act (DTPA) Waiver: [Include statutory waiver form if Client is an experienced business]

17. Insurance

• Provider shall maintain professional liability (errors and omissions) insurance, general liability, and workers' compensation as consistent with Texas standards and project scope.

18. Dispute Resolution

• Good-faith Negotiation: Parties agree to attempt to resolve any disputes through good-faith negotiation.
• Mediation: If negotiation fails, parties agree to mediation in [City, Texas].
• Governing Law & Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any legal action relating to this Agreement shall be brought exclusively in the state or federal courts located in [County, Texas].

19. Consumer Protections & Other Regulations

• Compliance with relevant Texas consumer protections, online privacy regulations, ADA (if web or facility design), and local building/zoning codes.

20. Signatures

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

____________________________
[Design Service Provider Legal Name]

By: [Printed Name of Authorized Representative]

Title: [Title of Authorized Representative]

Date: [Date]

____________________________
[Client Legal Name]

By: [Printed Name of Authorized Representative]

Title: [Title of Authorized Representative]

Date: [Date]