Vermont design service contract template

Vermont Design Service Agreement

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

[Client Full Legal Name], residing at [Client Physical Address], with phone number [Client Phone Number] and email address [Client Email Address] (the "Client"),

and

[Design Service Provider Full Legal Name], residing at [Design Service Provider Physical Address], with phone number [Design Service Provider Phone Number] and email address [Design Service Provider Email Address] (the "Designer").

1. Scope of Services

The Designer agrees to provide the following design services to the Client: [Detailed Description of Design Services, e.g., Graphic Design, Web Design, Architectural Design, Branding], including but not limited to the following deliverables: [List of Specific Deliverables, e.g., Logos, Website Mockups, Architectural Plans].

Option A: The project will be completed in the following phases: [Detailed Description of Project Phases].

Option B: Measurable standards for each deliverable will be as follows: [List of Measurable Standards].

2. Project Objectives and Timeline

The project objectives and expected outcomes are as follows: [Detailed Description of Project Objectives and Expected Outcomes].

The project timeline is as follows: [Detailed Project Timeline with Vermont Business Days, Milestones, Review Points, and Final Delivery Deadlines].

3. Client Responsibilities

The Client agrees to provide the following materials and information to the Designer: [List of Client-Provided Materials and Information].

The Client agrees to meet the following decision deadlines: [List of Client Decision Deadlines].

The Client's approval process will be as follows: [Detailed Description of Client Approval Process].

The Client will provide access to the following facilities or digital platforms (if applicable): [Description of Access to Facilities or Digital Platforms].

4. Communication Protocols

Regular progress updates will be provided [Frequency, e.g., Weekly] via [Method of Communication, e.g., Email, Phone].

The primary contacts are:

For the Client: [Client Primary Contact Name], [Client Primary Contact Email]

For the Designer: [Designer Primary Contact Name], [Designer Primary Contact Email]

The Designer will be available during Vermont business hours: [Vermont Business Hours].

5. Fees and Payment Structure

The total price for the services is [Total Price].

Option A: The Designer's hourly rate is [Hourly Rate].

Option B: Payments will be made based on the following milestones: [List of Milestones and Payment Amounts].

A retainer/deposit of [Retainer/Deposit Amount] is due upon signing this Agreement.

Out-of-pocket and incidental expenses (e.g., printing, travel) will be reimbursed at [Reimbursement Rate/Terms].

The payment schedule is as follows: [Detailed Payment Schedule].

Invoices will be submitted [Invoice Submission Frequency] and are due within [Number] days of receipt.

Accepted methods of payment are: [List of Accepted Payment Methods].

The Client is responsible for applicable Vermont state sales tax or use tax requirements. Refer to the Vermont Department of Taxes guidelines for design service exemptions or inclusions.

6. Ownership and Licensing

Upon full payment, the finished designs will be [Assigned/Licensed] to the Client.

Option A: Drafts and templates will be licensed to the Client under the following terms: [Terms of Licensing for Drafts and Templates].

Option B: Stock or third-party materials will be used under the following terms: [Terms of Use for Stock or Third-Party Materials, e.g., Licensing Agreements].

The Designer retains moral rights to the designs. The Designer has the right to display the work for self-promotion.

The Designer is obligated to remove confidential client content.

7. Independent Contractor Status

The Designer is an independent contractor and not an employee of the Client. The Client will not be responsible for withholding taxes or providing benefits.

8. Confidentiality

The Designer agrees to protect the Client's proprietary and personal data.

Unauthorized disclosure of confidential information will result in [Consequences for Unauthorized Disclosure].

Designs may be treated as "works for hire" if desired by the Client.

The confidentiality obligation will last for [Duration of Confidentiality].

9. Compliance with Laws

Both parties agree to comply with all relevant Vermont and federal laws.

The Designer is responsible for obtaining any necessary local licensing or registration obligations.

The Designer will adhere to any applicable Vermont industry regulations.

10. Permits and Approvals

Option A: If the design requires permits, approvals, or zoning compliance, the responsibility for obtaining such permits lies with [Responsible Party, e.g., Client or Designer].

Option B: The Designer's services related to permitting are limited to: [Scope of Permitting Services, e.g., Providing Plans].

11. Materials and Client Property

Upon project completion or termination, the Designer will [Return/Store/Destroy] all client materials and digital files according to the following protocols: [Detailed Protocols for Handling Materials and Client Property].

12. Acceptance Criteria

The acceptance criteria for each deliverable are as follows: [Detailed Acceptance Criteria].

The Client has [Number] Vermont business days to review each deliverable.

The Client is allowed [Number] rounds of revisions.

The Client must provide feedback within [Number] Vermont business days.

If no response is provided within [Number] Vermont business days, the deliverable will be deemed accepted.

13. Quality Standards and Guarantees

The Designer guarantees original creative work.

The Designer provides the following warranties: [List of Warranties].

The Designer is not responsible for client-altered work or misuse of the designs.

14. Maintenance and Support

Option A: The Designer will provide the following maintenance and support services: [Description of Maintenance and Support Services].

Option B: There is no maintenance or support provided after project completion.

15. 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, riots, fire, floods, hurricanes, earthquakes, Vermont-specific natural disasters, government actions, or utility outages.

16. Termination

This Agreement may be terminated:

Option A: For cause (material breach) by either party with [Number] days written notice.

Option B: For convenience by the Client with [Number] days written notice, consistent with Vermont contract case law.

Upon termination, the Client will pay for all work completed up to the termination date.

The Designer will handover all work-in-progress.

Ownership and copyright of incomplete work will be determined as follows: [Terms Regarding Ownership/Copyright of Incomplete Work].

17. Remedies for Breach

In the event of a breach of this Agreement, the non-breaching party may pursue the following remedies: [List of Remedies, e.g., Monetary Penalties, Specific Performance, Liquidated Damages], consistent with Vermont law.

18. Dispute Resolution

The parties agree to attempt to resolve any disputes through good faith negotiations.

If negotiations fail, the parties agree to [Mediation/Arbitration] in Vermont, using [Name of Vermont Institution, if any].

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

Any legal action arising out of this Agreement shall be brought in the state or federal courts located in [Chittenden County/Other Relevant Vermont County], Vermont.

19. Indemnification

Each party shall indemnify and hold harmless the other party from and against any and all claims, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or relating to its breach of this Agreement or its negligence or willful misconduct. This includes claims for copyright infringement of assets provided by either party and compliance with Vermont’s consumer protection laws.

20. Limitation of Liability

To the extent permitted by Vermont law, the Designer's liability for any damages arising out of or relating to this Agreement shall be limited to [Cap on Direct Damages]. The Designer shall not be liable for any indirect or consequential damages.

21. Insurance

Option A: The Designer maintains the following insurance coverage: [List of Insurance Coverage, e.g., Professional Liability, General Liability], with minimum coverage of [Minimum Coverage Amount].

Option B: Insurance is not required for this project.

22. Assignment and Subcontracting

Option A: The Designer may assign or subcontract its duties under this Agreement with the Client's written consent.

Option B: The Designer may not assign or subcontract its duties under this Agreement.

23. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by both parties.

24. Severability

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

25. Accessibility and ADA Compliance

Option A: Deliverables will be designed to comply with applicable accessibility standards, including ADA compliance.

Option B: Accessibility and ADA compliance is the sole responsibility of the client.

26. Signatures

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

[Client Full Legal Name]

By: _______________________________

Name: [Client Printed Name]

Title: [Client Title, if applicable]

[Design Service Provider Full Legal Name]

By: _______________________________

Name: [Designer Printed Name]

Title: [Designer Title, if applicable]