Washington design service contract template

Washington Design Service Contract

This Washington Design Service Contract is made and entered into as of this [Date] by and between:

[Service Provider Full Legal Name], a [State of Formation, e.g., Washington] [Entity Type, e.g., Corporation], with a principal place of business at [Service Provider Mailing Address], hereinafter referred to as "Provider," and

• Email: [Service Provider Email]
• Phone: [Service Provider Phone]

[Client Full Legal Name], a [State of Formation, e.g., Washington] [Entity Type, e.g., Corporation], with a principal place of business at [Client Mailing Address], hereinafter referred to as "Client."

• Email: [Client Email]
• Phone: [Client Phone]

1. Description of Services

• Option A: General Design Services
  • Provider agrees to provide Client with design services as described in Exhibit A, attached hereto and incorporated herein by reference. The design services shall include [Type of Design, e.g., graphic design, web design, industrial design, etc.].
• Option B: Specific Project
  • Provider agrees to provide Client with design services specifically for the project known as [Project Name]. The scope of work includes, but is not limited to:
    • [Detailed description of the design services, scope of work, project phases, objectives, methodologies, aesthetic guidelines]
    • Compliance with [Industry Standards or Compliance, e.g., WCAG, ADA, Building Codes] and [Washington State Regulations, e.g., Architectural licensing RCW 18.08].

2. Deliverables

• Option A: Standard Deliverables
  • Provider shall deliver the following to Client:
    • [List of Deliverables, e.g., Mockups, Drafts, Prototypes, Final Files]
    • Formats: [File Formats, e.g., .PSD, .AI, .JPEG, .PDF]
    • Software Requirements: [Software Requirements, e.g., Adobe Creative Suite, Figma]
    • Number of Revision Rounds: [Number]
• Option B: Customized Deliverables
  • The project deliverables shall include:
    • [Detailed Specifications for Each Deliverable]
    • Standards for Completeness and Acceptance: [Acceptance Criteria]
    • Expected Timeline for Each Deliverable: [Dates]

3. Additional Tasks / Out of Scope

• Option A: Specified Additional Tasks
  • The following additional tasks are included:
    • [Presentations]
    • [Stakeholder Workshops]
    • [Site Visits]
    • [User Research]
• Option B: Defined Out of Scope
  • The following tasks are explicitly excluded from the scope of this agreement and may be subject to change orders:
    • [List of Out-of-Scope Tasks]

4. Project Timeline and Milestones

• Option A: General Timeline
  • The project shall commence on [Start Date] and is expected to be completed by [End Date].
• Option B: Detailed Milestones
  • The project timeline and milestones are as follows:
    • [Milestone 1]: [Description] - Due Date: [Date]
    • [Milestone 2]: [Description] - Due Date: [Date]
    • Consequences for Missed Deadlines: [Penalties or Extensions]

5. Client Responsibilities

• Option A: Standard Responsibilities
  • Client shall be responsible for:
    • Timely provision of feedback.
    • Access to necessary materials ([List of Materials, e.g., logos, style guides]).
• Option B: Specific Responsibilities
  • Client shall provide:
    • [Specific Materials, e.g., high-resolution logos in vector format]
    • Access to [Specific Locations or Personnel]
    • Obtaining necessary permissions from [Third Parties, e.g., HOAs, local authorities]

6. Communication

• Option A: Standard Communication
  • The parties agree to communicate regularly via email and phone.
• Option B: Detailed Communication Protocol
  • Status Meetings: [Frequency, e.g., Weekly]
  • Points of Contact: [Provider Contact Name] and [Client Contact Name]
  • Written Approvals: Required for all major deliverables and scope changes.
  • Formats: [Email Confirmation, Electronically Signed Forms]

7. Work Location

• Option A: Remote Work
  • Provider will perform the services remotely.
• Option B: Onsite/Hybrid
  • Provider will perform the services [Onsite, Remotely, Hybrid]. For onsite work, the location is [Location].
    • Reimbursement for Travel, Per Diem, and Local Expenses: [Specify Policy in accordance with RCW 49.46]

8. Fees and Payment

• Option A: Fixed Price
  • The total fee for the services is [Dollar Amount].
• Option B: Hourly Rate
  • The hourly rate for the services is [Dollar Amount] per hour. Estimated total hours: [Number].
• Option C: Milestone-Based Payment
  • Payment Schedule:
    • [Milestone 1]: [Dollar Amount] - Upon Completion of [Description]
    • [Milestone 2]: [Dollar Amount] - Upon Completion of [Description]
• Option D: Retainer
  • Retainer Fee: [Dollar Amount]. Payment Schedule: [Schedule, e.g., Monthly]
    • Invoicing Requirements: Compliant with Washington sales tax (if applicable under RCW 82.04).

9. Taxes

• Option A: Client Responsible
  • Client is responsible for all applicable state and local taxes.
• Option B: Provider Responsible
  • Provider is responsible for all applicable state and local taxes.
    • Responsibilities for state and local tax reporting, collection, and remittance, including city-level B&O taxes where relevant.

10. Intellectual Property

• Option A: License Grant
  • Upon full payment, Client receives a [Type of License, e.g., non-exclusive, perpetual] license to use the design outputs.
• Option B: Ownership
  • Upon full payment, Client receives full ownership of the design outputs, including copyright.
    • Transfer or retention of copyright under the Washington State Uniform Trade Secrets Act (RCW 19.108).
• Option C: Provider Portfolio Use
  • Provider may use the design outputs in its portfolio with appropriate credit.
• Option D: Work for Hire
  • The work performed is considered "work for hire" under Washington law.
• Option E: Modification After Termination
  • Rights to use or modify design assets after contract termination: [Specify rights and limitations]
    • Compliance with third-party licensing (such as stock images/fonts) including any required disclosures under Washington law.

11. Confidentiality

• Option A: Standard Confidentiality
  • Both parties agree to keep confidential the other party's business information.
• Option B: Detailed Confidentiality
  • The parties agree to hold each other's Confidential Information in confidence and not disclose it to any third party. Confidential Information includes, but is not limited to: [List of Confidential Information].
    • Duration of Protection: [Number] years beyond contract end.
    • Consideration of privacy laws such as the Washington My Health My Data Act if applicable.

12. Quality Assurance

• Option A: Standard Quality Assurance
  • Provider shall ensure the quality of the design services.
• Option B: Detailed Quality Assurance
  • Review, Correction, and Defect Repair Timeframes: [Timeframe]
  • Customer Approval Process: [Process Description]
  • Maintenance Obligations (if any, especially for digital/website design): [Maintenance Description]
  • Exclusions: Issues resulting from client misuse or third-party alterations.

13. Change Orders

• Option A: Change Order Requirement
  • Any changes to the scope of work must be documented in a written change order.
• Option B: Change Order Procedure
  • All requests for changes to the scope of work must be submitted in writing. Provider will provide a written estimate of the impact on timeline and cost.
    • Referencing Washington law for contract amendments.

14. Force Majeure

• Option A: Standard Force Majeure
  • Neither party shall be liable for delays or nonperformance due to force majeure events.
• Option B: Detailed Force Majeure
  • Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to causes beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riots, fire, floods, earthquakes, or other natural disasters.
    • Referencing Washington contract law’s requirements for foreseeability and mitigation.

15. Termination

• Option A: Termination for Cause
  • Either party may terminate this agreement for cause upon written notice.
• Option B: Termination for Convenience
  • Client may terminate this agreement for convenience upon [Number] days written notice.
    • Automatic Termination Triggers: [List of Triggers]
    • Calculation of fees earned, reimbursement for expenses incurred, ownership of work-in-progress, and post-termination obligations in accordance with Washington’s doctrines on contract damages and mitigation.

16. Liability

• Option A: Limited Liability
  • Provider's liability shall be limited to the amount paid by Client under this agreement.
• Option B: Detailed Liability
  • Late Delivery Penalties: [Penalty Amount]
  • Responsibility for Non-Conforming Deliverables: [Remedy]
  • Indemnification for infringement of third-party rights.
    • Limits of liability to ensure enforceability under Washington law, with exclusion or cap on consequential damages if permitted.

17. Insurance and Licensing

• Option A: Standard Compliance
  • Provider shall maintain all necessary insurance and licenses.
• Option B: Specific Requirements
  • Evidence of business license in Washington State (UBI number): [UBI Number]
  • Professional Errors and Omissions Coverage: [Policy Details]
  • Compliance with any Washington registration or bonding standards if applicable.

18. Compliance with Laws

• Option A: General Compliance
  • Provider shall comply with all applicable laws and regulations.
• Option B: Detailed Compliance
  • Compliance with all relevant Washington State and local regulations, including consumer protection (RCW 19.86), data privacy, anti-discrimination, and cybersecurity best practices recognized under Washington law.

19. Dispute Resolution

• Option A: Mediation
  • The parties agree to attempt to resolve any disputes through mediation.
• Option B: Arbitration
  • Any disputes arising out of or relating to this agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
    • Mandatory good faith negotiation, mediation through local providers or the Washington Arbitration & Mediation Service, and arbitration or litigation in the courts of [County Name, e.g., King] County or other specified Washington venue, designating the governing law as Washington State law.

20. Assignment and Subcontracting

• Option A: No Assignment
  • Neither party may assign this agreement without the other party's written consent.
• Option B: Subcontracting
  • Provider may subcontract portions of the work with Client's written consent.
    • Requiring advance written consent from the client for the assignment or outsourcing of services, particularly for tasks requiring local licensing or background checks.

21. General Provisions

• Integration/Entire Agreement: This agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
• 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.
• Notice: All notices under this agreement shall be in writing and delivered by email or certified mail.
• Execution: This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Acceptance of electronic signatures and delivery by email is permitted.

IN WITNESS WHEREOF, the parties have executed this Washington Design Service Contract as of the date first written above.

[Service Provider Full Legal Name]

By: [Service Provider Signature]

Name: [Service Provider Printed Name]

Title: [Service Provider Title]

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]