Utah design service contract template

Utah Design Service Contract

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

[Client Name], residing at [Client Address] (the “Client”)

and

[Design Service Provider Name], residing at [Design Service Provider Address] or having its principal place of business at [Business Address], Utah Business Registration Number (if applicable): [Business Registration Number] (the “Provider”).

1. Scope of Work

Option A: General Design Services

The Provider shall provide design services as described in Exhibit A (the "Services").

Option B: Specific Design Discipline

The Provider shall provide [Type of Design, e.g., Graphic, Interior, Architectural] design services, including, but not limited to:

• Concept Development
• Design Sketches and Drafts
• Revisions and Iterations
• Consultation Services
• Project Management
• Sourcing of Materials or Vendors (if applicable)
• Onsite Assessments (if required) at [Location, e.g., project site in Salt Lake City]
• Final Deliverables: [List Deliverables, e.g., High-resolution images, CAD files, 3D models]

2. Design Standards

Option A: General Standards

The designs shall meet industry standard practices and be of high quality.

Option B: Utah-Specific Standards

The designs shall comply with the following standards:

• Utah Building Codes
• Accessibility Requirements (Utah-adopted ADA Standards)
• Local Planning/Zoning Ordinances of [City/County]
• Industry-Specific Guidelines: [Specify Guidelines, e.g., LEED certification standards]

3. Project Phases and Milestones

Option A: Milestone-Based

The Project shall be completed in the following phases, with corresponding milestones:

• Phase 1: [Phase Name] - Milestone: [Milestone Description] - Due Date: [Date] - Acceptance Criteria: [Criteria, e.g., Client sign-off on concept sketches] - Client Review Period: [Number] days
• Phase 2: [Phase Name] - Milestone: [Milestone Description] - Due Date: [Date] - Acceptance Criteria: [Criteria, e.g., Approved prototype] - Client Review Period: [Number] days
• Phase 3: [Phase Name] - Milestone: [Milestone Description] - Due Date: [Date] - Acceptance Criteria: [Criteria, e.g., Final design delivered and approved] - Client Review Period: [Number] days

Option B: Time-Based

The Project shall be completed within [Number] weeks/months from the Effective Date of this Agreement. Milestones and Acceptance Criteria will be reviewed and agreed upon on a bi-weekly basis.

4. Client Inputs

Option A: General Requirements

The Client shall provide all necessary information and materials to the Provider in a timely manner.

Option B: Specific Requirements

The Client shall provide the following inputs:

• Content for the designs: [Describe Content] - Due Date: [Date]
• Materials (e.g., logos, brand guidelines): [Specify Materials] - Due Date: [Date]
• Timely Approvals: Response required within [Number] days of submission by Provider.
• Access to Property (if applicable): As needed, with [Number] hours notice. Address: [Property Address]
• Background Information: [Describe Information Needed] - Due Date: [Date]

5. Working Location and Method

Option A: Remote Work

The Provider will perform the Services remotely.

Option B: Onsite Work

The Provider will perform the Services:

• Onsite at [Client Address]: [Frequency, e.g., weekly]
• Onsite at Project Location: [Project Address]

Travel Expenses: Reimbursed at IRS standard mileage rate, or actual documented expenses.

Per Diem: [Dollar Amount] per day for onsite work exceeding [Number] hours.

Invoice Documentation: Receipts and mileage logs must be submitted with invoices.

6. Fees and Payment

Option A: Flat Fee

The total fee for the Services is [Dollar Amount].

Option B: Hourly Rate

The Provider's hourly rate is [Dollar Amount]. Timesheets will be submitted with invoices.

Option C: Phased Payments

Payment Schedule:

• [Percentage] upon signing this Agreement.
• [Percentage] upon completion of [Milestone].
• [Percentage] upon final delivery and acceptance of the Designs.

Option D: Cost-Plus Expense Reimbursement

Provider will be paid at the rate of [Dollar Amount], plus reimbursement of documented expenses.

Utah Sales Tax: Applicable sales tax will be added to all invoices, where applicable.

Invoicing: Invoices will be submitted [Frequency, e.g., monthly] with supporting documentation.

Invoice Disputes: Must be submitted in writing within [Number] days of invoice receipt.

7. Intellectual Property Rights

Option A: Client Ownership

All intellectual property rights in the designs shall be owned by the Client upon final payment.

Option B: Licensing

The Client is granted a [Type of License, e.g., perpetual, non-exclusive] license to use the designs for [Purpose of Use].

Provider retains rights to display designs in their portfolio with client’s prior consent.

Moral Rights: Provider retains all moral rights to the designs, where applicable.

Third-Party IP Clearance: Provider is responsible for ensuring all designs do not infringe on third-party intellectual property rights.

If stock images, fonts, or external resources are used, licenses for the same will be provided to the client.

8. Confidentiality

The parties agree to hold all confidential information in strict confidence, consistent with the Utah Uniform Trade Secrets Act.

Scope of Confidential Information: [Describe Confidential Information]

Duration: This obligation shall survive termination of this Agreement for [Number] years.

9. Data Privacy and Cybersecurity

If Client data is handled, Provider shall comply with the Utah Consumer Privacy Act.

Provider shall implement reasonable data security measures to protect Client data.

10. Quality Assurance

Provider shall ensure the designs meet the standards set forth in Section 2.

Defect Correction: Provider shall correct any defects within [Number] days of notification.

Acceptance/Rejection: Client must provide written acceptance or rejection within [Number] days of delivery.

Warranty Period: [Number] days/months after final delivery.

Limitation of Liability: Provider's liability shall be limited to the fees paid under this Agreement, to the extent permissible under Utah law.

11. Change Orders

Any changes to the scope of work, fees, or timeline must be agreed upon in writing via a Change Order signed by both parties.

12. Project Delays and Force Majeure

Provider shall not be liable for delays caused by events beyond its reasonable control, including, but not limited to, severe weather, governmental restrictions, or resource shortages specific to Utah.

Notice: Provider shall promptly notify the Client of any such delay.

13. Termination

Option A: Termination for Cause

Either party may terminate this Agreement for cause upon written notice if the other party breaches a material provision of this Agreement, including non-payment, breach of agreed standards, late delivery, or IP infringement.

Option B: Termination for Convenience

The Client may terminate this Agreement for convenience upon [Number] days written notice.

Post-Termination Duties: Upon termination, Provider shall return all Client materials and transfer ownership of completed designs (subject to payment).

14. Remedies and Liabilities for Breach

Remedies for Breach may include:

• Late Delivery: Liquidated damages of [Dollar Amount] per day.
• Substandard Design: Opportunity to cure or refund of fees.
• IP Infringement: Indemnification for any losses or damages.

15. Dispute Resolution

Preference for Negotiation: The parties agree to attempt to resolve any disputes through good-faith negotiation.

Mediation: If negotiation fails, the parties agree to participate in mediation in [City, Utah].

Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah. The exclusive jurisdiction for any legal action shall be in the courts of Utah.

16. Compliance with Utah Law

The Provider shall comply with all applicable Utah consumer protection statutes and business licensing regulations.

17. Insurance

The Provider shall maintain professional liability insurance/errors and omissions insurance with coverage of at least [Dollar Amount]. Certificate of insurance will be provided to the Client upon request.

18. Severability

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

19. Notice

All notices must be in writing and sent to the addresses listed above. Acceptable methods include email, physical mail (certified with return receipt requested).

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior communications and agreements. It may only be amended in writing signed by both parties.

21. Public Project Provisions (If Applicable)

For public or governmental projects, the parties agree to comply with all applicable Utah procurement requirements and public records rules.

22. Licensing and Certification

The Provider represents and warrants that it is properly licensed and certified to perform the Services in the State of Utah, if required for the type of design work.

23. Indemnification

The Provider agrees to indemnify and hold harmless the Client from any claims arising out of the Provider's negligence or willful misconduct in connection with the Services, to the extent permitted by Utah law.

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

____________________________

[Client Name], Client

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[Design Service Provider Name], Provider