Virginia design service contract template

Virginia Design Service Contract

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

• [Design Firm Name], a [Business Type, e.g., Limited Liability Company] organized and existing under the laws of the Commonwealth of Virginia, with its principal place of business at [Design Firm Address] ("Designer"),
• and
• [Client Name], an individual residing at [Client Address] or a [Client Business Type, e.g., Corporation] organized and existing under the laws of the Commonwealth of Virginia, with its principal place of business at [Client Address] ("Client").

The Designer and Client are sometimes referred to individually as a "Party" and collectively as the "Parties."

1. Scope of Services

The Designer agrees to provide the Client with the following design services (the "Services") as detailed in [Attachment A: Project Brief]:

• Option A: Architectural Design Services
  • Detailed description of architectural services including concept design, schematic design, design development, construction documents, and construction administration.
• Option B: Graphic Design Services
  • Detailed description of graphic design services including logo design, branding, marketing collateral, and website design.
• Option C: Interior Design Services
  • Detailed description of interior design services including space planning, material selection, furniture selection, and installation supervision.
• Option D: Web Design Services
  • Detailed description of web design services including website design, development, hosting, and maintenance.

The Services shall include, but not be limited to, the following deliverables (the "Deliverables"):

• Option A: Architectural Deliverables
  • CAD drawings, specifications, renderings, and models.
• Option B: Graphic Design Deliverables
  • Digital artwork files (e.g., .ai, .psd, .pdf), style guides, and branding guidelines.
• Option C: Interior Design Deliverables
  • Floor plans, elevations, material boards, and furniture specifications.
• Option D: Web Design Deliverables
  • Website design files, source code, content management system (CMS) setup, and training materials.

All Deliverables shall conform to industry standards and applicable codes, including the Virginia Uniform Statewide Building Code (where applicable) and any relevant licensing requirements under the Virginia Department of Professional and Occupational Regulation. Deliverables for graphic design will adhere to [specify color matching standards, e.g., Pantone].

2. Project Milestones and Approval

The project will proceed according to the following milestones:

• Milestone 1: Concept Design
  • Client Review Period: [Number] days
• Milestone 2: Schematic Design
  • Client Review Period: [Number] days
• Milestone 3: Design Development
  • Client Review Period: [Number] days
• Milestone 4: Final Design
  • Client Review Period: [Number] days

The Client shall provide written approval at each milestone within the specified review period. Failure to provide feedback within the review period will constitute acceptance of the Deliverables for that milestone. The Client is obligated to provide necessary information and resources promptly to enable the Designer to meet the agreed-upon deadlines.

3. Performance Location and Travel

The Services shall be performed [select one: remotely / on-site at [Client Location] / at a third-party location [Third Party Location]].

• Option A: On-site visits
  • If on-site visits are required, the Designer will comply with all applicable safety regulations in Virginia. The Client will provide necessary access and ensure a safe working environment.
• Option B: Travel Reimbursement
  • If travel is required, the Client will reimburse the Designer for reasonable travel expenses, including mileage at the Virginia state rate, lodging, and meals, in accordance with Virginia's per diem limits.

4. Fees and Payment

The Client shall pay the Designer for the Services as follows:

• Option A: Lump Sum Fee
  • A fixed fee of [Dollar Amount] for the entire project.
• Option B: Hourly Rate
  • An hourly rate of [Dollar Amount] per hour.
• Option C: Phased Payments
  • [Dollar Amount] upon commencement of the project.
  • [Dollar Amount] upon completion of the Concept Design phase.
  • [Dollar Amount] upon completion of the Schematic Design phase.
  • [Dollar Amount] upon completion of the Design Development phase.
  • [Dollar Amount] upon completion of the Final Design phase.

Invoices will be submitted [select one: monthly / upon completion of each milestone]. Payment is due within [Number] days of the invoice date. Late payments will accrue interest at a rate of [Percentage] per month, not exceeding the maximum rate allowed by Virginia law. Reimbursement of project expenses (e.g., printing, permits, materials) [select one: is / is not] included in the fee and will be invoiced separately with supporting documentation.

5. Taxes

The Client is responsible for paying all applicable state and local sales taxes on the Services, in accordance with current Virginia Department of Taxation rules.

6. Intellectual Property

Upon full payment, the Client shall own the final Deliverables. The Designer retains copyright in preliminary designs, concepts, and portfolio pieces. The Designer has the right to display the finished work for promotional purposes. Any necessary licenses for the use of third-party materials will be obtained and included in the Deliverables.

7. Confidentiality

Both Parties agree to hold confidential all information exchanged during the course of this Agreement, in accordance with Virginia trade secret law. This includes, but is not limited to, business plans, customer lists, and financial information. This confidentiality obligation shall survive the termination of this Agreement.

8. Data Privacy and Cybersecurity

The Designer agrees to implement reasonable data privacy and cybersecurity measures to protect the Client's information, consistent with federal and Virginia standards.

9. Quality Assurance

The Designer will maintain standards for accuracy and conduct peer reviews of the Deliverables. The Client has [Number] days to inspect and accept the Deliverables. The Designer will correct any defects or errors within [Number] days of notification. The Designer warrants that the Services will be performed in a professional and workmanlike manner.

10. Maintenance and Support

• Option A: Included Maintenance
  • The Services include maintenance and support for [Duration] after completion of the project, including [Specific details of maintenance/support].
• Option B: Separate Agreement
  • Maintenance and support services are available under a separate agreement.

11. Change Orders

Any modifications to the scope of Services must be documented in a written change order, signed by both Parties. The change order shall include a description of the changes, the revised fee, and the revised schedule. [Name/Title] is authorized to sign change orders on behalf of the Designer and [Name/Title] is authorized to sign change orders on behalf of the Client.

12. Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, severe weather (common in Virginia), or regional power outages. The affected Party shall notify the other Party promptly and take reasonable steps to mitigate the impact of the event.

13. Termination

This Agreement may be terminated as follows:

• Option A: Termination for Cause
  • Either Party may terminate this Agreement for cause (e.g., non-payment, breach of material obligations) upon [Number] days written notice.
• Option B: Termination for Convenience
  • The Client may terminate this Agreement for convenience upon [Number] days written notice, and shall compensate the Designer for all Services performed up to the date of termination.

Upon termination, the Designer shall return all Client materials and the Client shall pay the Designer for all completed work. Intellectual property rights shall be governed by Section 6.

14. Limitation of Liability

The Designer's liability for any damages arising out of or related to this Agreement shall be limited to the amount of fees paid by the Client to the Designer under this Agreement. The Designer shall not be liable for any consequential, incidental, or indirect damages. The Designer maintains professional liability insurance with minimum limits of [Dollar Amount] from an insurance carrier authorized to do business in Virginia. The Client agrees to indemnify and hold harmless the Designer from any claims arising out of the Client's use of the Deliverables.

15. Dispute Resolution

Any disputes arising out of or related to this Agreement shall be resolved as follows:

1. Negotiation: The Parties shall first attempt to resolve the dispute through good faith negotiations.
2. Mediation: If negotiation fails, the Parties shall submit the dispute to mediation in Virginia.
3. Arbitration/Litigation: If mediation fails, the Parties may pursue binding arbitration or litigation in the courts of the Commonwealth of Virginia.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles. The venue for any legal action shall be [City/County, e.g., Richmond City], Virginia.

16. Virginia Consumer Protection Act

If the Client is an individual or small business, the Virginia Consumer Protection Act may apply.

17. Record Keeping

The Designer shall maintain records of the Services in accordance with any relevant Virginia Board regulations (e.g., document retention minimums for architects or engineers).

18. Compliance with Laws

The Designer warrants that it is in compliance with all applicable Virginia licensure requirements and mandatory disclosures, including its registration number [Registration Number] with the appropriate Virginia Board (if applicable). The Designer will notify the Client if subcontractors are used.

19. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the addresses set forth above. Email communications shall comply with Virginia's Uniform Electronic Transactions Act if e-signatures or notifications apply.

20. Anti-Discrimination

Both Parties agree to comply with all applicable anti-discrimination and equal opportunity laws of the Commonwealth of Virginia.

21. Safety and Environmental Compliance

If applicable to the discipline, the Designer will adhere to all applicable safety regulations, environmental design requirements, and local ordinances (e.g., historic preservation commissions, zoning boards).

22. Entire Agreement

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

23. Signatures

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

[Design Firm Name]

By: [Printed Name]

Title: [Title]

Date: [Date]

[Client Name]

By: [Printed Name]

Title: [Title, or N/A if individual]

Date: [Date]

[Optional: Notary Acknowledgment]

24. Attachments

• Attachment A: Project Brief
• Attachment B: [Other Attachments as Needed]