West Virginia design service contract template

West Virginia Design Services Agreement

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

• [Service Provider Legal Name], a [Service Provider Entity Type] with its principal place of business at [Service Provider Address] ("Designer"), and
• [Client Legal Name], a [Client Entity Type] with its principal place of business at [Client Address] ("Client").

1. Scope of Work

• Option A: The Designer agrees to provide the following design services to the Client: [Detailed Description of Design Services, e.g., graphic design for marketing materials, architectural design for a residential building, interior design for a commercial space]. This includes, but is not limited to:
  • Initial research and needs assessment
  • Concept development and design presentations
  • Revisions based on Client feedback
  • Finalization and delivery of deliverables
• Option B: See attached Exhibit A for a complete description of the scope of work.
• Design Discipline: [Specific Design Discipline, e.g., Graphic Design, Interior Design, Architectural Design, Industrial Design]
• Purpose and Intended Use: [Detailed Explanation of the Purpose and Intended Use of the Deliverables]
• Steps: [Describe Steps From Initial Research to Final Delivery, Including Site Visits If Required]

2. Needs Assessment

• Client Objectives: [List Client Objectives for the Design Project]
• Design Goals: [List Specific Design Goals, Including Aesthetic and Functional Requirements]
• Intended Use Cases: [Describe How the Design Will Be Used in Practice]
• West Virginia Considerations: [Explain How West Virginia Business or Regulatory Concerns Will Be Integrated Into the Design]

3. Deliverables

• Option A: The Designer will provide the following deliverables:
  • [Quantity] [Description of Deliverable, e.g., Logo Designs, Floor Plans, Marketing Brochures] in [Format, e.g., Print-Ready Files, CAD Drawings, Digital Assets]
  • Software/Technical Standards: [Specify Software and Technical Standards, e.g., AutoCAD, Adobe Creative Cloud]
  • Prototypes/Samples: [Specify if Prototypes or Samples Will Be Provided]
• Option B: See attached Exhibit B for a complete list of deliverables.
• Design Ownership: [Specify Design Ownership Details – see Section 10]
• Client Access to Source Files: [Specify Client Access to Source Files After Project Completion]
• Portfolio Use: [Specify Designer's Right to Use the Design in Their Portfolio]

4. Milestone Schedule and Project Timeline

• Option A: The following is the agreed-upon milestone schedule:
  • Phase 1: [Description of Phase 1]: Due [Date]
  • Phase 2: [Description of Phase 2]: Due [Date]
  • Phase 3: [Description of Phase 3]: Due [Date]
  • Final Delivery: [Date]
  • Revision Rounds: [Number] rounds of revisions included. Scope and timeline for each round of revision: [Describe Scope and Timeline for Each Revision Round]
• Option B: See attached Exhibit C for a complete project timeline.
• Client Approvals: Client shall provide approval within [Number] days of receiving deliverables.
• Remedies for Delayed Responses: If the Client fails to respond in a timely manner, the project timeline will be adjusted accordingly.

5. Compliance with Laws and Standards

The Designer warrants that all designs will comply with all applicable West Virginia and federal laws, including but not limited to:

• West Virginia Board of Architects licensing law (if applicable)
• West Virginia building codes
• ADA compliance for public spaces (if applicable)
• Applicable safety, accessibility, and environmental standards.

6. Third-Party Resources

• Option A: The Designer may use the following third-party resources: [List Third-Party Resources, e.g., Stock Images, Typefaces, Sub-Consultants]
• Option B: No third-party resources will be used without prior written approval from the Client.
• Approval Obligations: Client approval is required for the use of any third-party resources.
• Licensing and Indemnification: The Designer is responsible for obtaining all necessary licenses and providing indemnification for the use of third-party resources.

7. Client-Provided Materials

The Client will provide the following materials to the Designer: [List Client-Provided Materials, e.g., Logos, Product Specs, Brand Guidelines, Measurements, Site Data]

• Timeline for Provision: Materials must be provided by [Date].
• Technical Requirements and Format: [Specify Technical Requirements and Format for Client-Provided Materials]

8. Project Management and Communication

• Meeting Cadence: [Frequency of Meetings, e.g., Weekly, Bi-Weekly] meetings will be held.
• Communication Channels: Communication will primarily be conducted via [Preferred Communication Channels, e.g., Email, Phone, Project Management Software].
• Reporting Structure: [Describe Reporting Structure, e.g., Regular Progress Reports]
• Escalation Path: [Describe the Process for Escalating Issues]

9. Work Location and Travel Policy

• Work Location: [Specify Work Location, e.g., Remote, On-Site, Hybrid]
• Site Visits: [Specify Requirements for Site Visits, If Applicable]
• Travel Policy:
  • Reimbursement for travel expenses will be based on reasonable and necessary expenses. Mileage will be reimbursed at the current West Virginia rate (reference WV mileage reimbursement rate).
  • Per diem rates will be based on West Virginia standards (reference WV per diem rates).

10. Payment and Pricing

• Total Contract Value: [Dollar Amount]
• Milestone/Retainer/Hourly Fee Breakdown: [Provide a Detailed Breakdown of the Payment Structure]
• Accepted Payment Methods: [List Accepted Payment Methods, e.g., Check, Credit Card, Wire Transfer]
• West Virginia Tax Obligations: Client is responsible for paying all applicable West Virginia sales tax. Designer will provide a completed W-9 form.
• Payment Schedule: [Specify the Payment Schedule, e.g., 50% Upfront, 50% Upon Completion]
• Late Payment Penalties: A late payment penalty of [Percentage]% per month will be assessed on any overdue payments, up to the maximum legal rate permitted by West Virginia law.
• Invoice Requirements: Invoices must include the Designer's name, address, invoice number, date, description of services, and payment terms.

11. Design Ownership

• Upon full payment, all design ownership rights will transfer to the Client.
• Designer retains the right to use the design in their portfolio for promotional and educational purposes.
• Moral Rights: [Specify if Moral Rights are Waived or Retained by the Designer]

12. Confidentiality

• Both parties agree to keep all sensitive commercial, personal, and technical information confidential.
• This obligation of confidentiality will survive the termination of this Agreement.
• Exceptions: This obligation does not apply to information that is already publicly available or required to be disclosed by law. The minimum legal standards under West Virginia law will apply.

13. Quality Assurance

• The Designer warrants that all services will be performed in a professional and workmanlike manner, consistent with industry standards.
• Client Review and Acceptance: The Client will have the opportunity to review and approve all deliverables.
• Free Correction Period: The Designer will provide a [Number] day correction period for any errors or omissions.
• Limitation of Liability: The Designer is not liable for any misuse or unauthorized alteration of the design by the Client.

14. Client-Requested Changes

• Any changes requested by the Client that are outside the original scope of work will be subject to additional fees.
• Change Order Procedure: All changes must be documented in a written change order, signed by both parties.
• Mutual Agreement: Significant design changes require mutual agreement between the Designer and the Client.

15. Force Majeure

• Neither party will be liable for any failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, or legal restraints.
• Effect on Deadlines: Deadlines and obligations will be extended for the duration of the force majeure event.
• Mitigation and Resumption: Both parties will use reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as reasonably possible.

16. Termination

• Termination for Cause: Either party may terminate this Agreement for cause if the other party breaches any material term of this Agreement and fails to cure such breach within [Number] days of written notice.
• Termination for Convenience: The Client may terminate this Agreement for convenience upon [Number] days written notice to the Designer.
• Termination for Force Majeure: Either party may terminate this agreement in the event of prolonged or permanent Force Majeure.
• Project Wind-Down: Upon termination, the Designer will promptly wind down the project and provide the Client with all completed deliverables.
• Final Payment: The Client will pay the Designer for all services performed up to the date of termination.
• Return of Property: Both parties will return any property belonging to the other party.
• Deliverable Handover: Designer will provide all relevant deliverables in its possession, including works-in-progress.

17. Liability

• The Designer's liability for any breach of this Agreement is limited to the amount paid by the Client for the services.
• The Designer is not liable for any consequential, incidental, or indirect damages.
• Breach: Liability includes, but is not limited to, missed deadlines, poor workmanship, non-compliance with WV law, data breaches, IP or licensing infringements, and non-payment.
• Remedies: In case of breach, non-breaching party may seek equitable remedies as permitted by WV law.

18. Dispute Resolution

• Any dispute arising out of or relating to this Agreement will be resolved through negotiation, then mediation.
• Venue for Mediation: If mediation is unsuccessful, any legal action will be brought in the appropriate court in [Name of County] County, West Virginia.
• Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of West Virginia.
• Exclusive West Virginia Law and Courts: All disputes arising under this contract shall be resolved in West Virginia.

19. Compliance with West Virginia Law

• The Designer warrants that it is properly licensed to provide the services under this Agreement, if required by West Virginia law.
• Designer will comply with all applicable rules of the WV Board of Architects or Professional Engineers (if applicable).
• The Designer will collect and remit all applicable West Virginia sales and use taxes.
• Designer shall maintain a minimum of [Dollar amount] of Errors and Omissions insurance and [Dollar amount] of general liability insurance.

20. Data Privacy and Consumer Protection

The Designer will comply with all applicable West Virginia data privacy and consumer protection laws with respect to any personal information collected from the Client.

21. Independent Contractor Status

• The Designer is an independent contractor and not an employee of the Client.
• The Designer is responsible for paying all applicable employment taxes and providing workers' compensation insurance (if applicable).

22. Non-Solicitation/Non-Competition

[Specify Non-Solicitation or Non-Competition Clauses, Ensuring Compliance with West Virginia Law. Limit scope and geography.] If any, the non-solicitation or non-competition clauses are enforceable under West Virginia statutes, with limited scope and geography.

23. General Provisions

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Waiver: No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Notices: All notices under this Agreement must be in writing and sent to the addresses listed above. Digital acceptance is permissible via [Specify software or application].

24. Appendices

All appendices, including spec sheets, floor plans, and schedules, are incorporated by reference into this Agreement.

25. Signatures

• This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
• Signatures or e-signatures compliant with the West Virginia Uniform Electronic Transactions Act are acceptable.

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

_______________________________
[Service Provider Legal Name]

By: [Service Provider Signature]

Name: [Service Provider Name]

Title: [Service Provider Title]

_______________________________
[Client Legal Name]

By: [Client Signature]

Name: [Client Name]

Title: [Client Title]