Wisconsin design service contract template

Wisconsin Design Service Contract

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

• [Design Service Provider Name], a [Business Type, e.g., Wisconsin corporation] with its principal place of business at [Registered Business Address] ("Provider"), and
• [Client Name], a [Business Type or Individual] with its principal place of business or residence at [Registered Business Address] ("Client").

1. Scope of Work

• Option A: General Design Services
  • Provider shall provide [Type of Design Service, e.g., graphic design, web design, architectural design] services as described in Exhibit A, attached hereto and incorporated herein.
• Option B: Specific Project
  • Provider shall provide design services specifically for [Project Name or Description] as outlined in Exhibit A, including design objectives, project phases, research and discovery processes, concept development, client consultation meetings, feedback and revision cycles, final deliverable formats (physical or digital), file specifications (e.g., vector, raster, CAD), required design standards, accessibility requirements, color profiles, and print or web resolution compliance where necessary.

2. Project Milestones and Delivery Schedule

• Option A: Fixed Schedule
  • The project shall adhere to the following schedule:
    • Milestone 1: [Milestone Description] - Due Date: [Date]
    • Milestone 2: [Milestone Description] - Due Date: [Date]
    • Final Delivery: [Deliverable Description] - Due Date: [Date]
• Option B: Flexible Schedule
  • The project schedule will be mutually agreed upon and may be adjusted based on Client feedback and project needs. All changes will be documented in writing.
• Acceptance Criteria: Client sign-off is required at the end of each project phase. The Client has [Number] days to review work after delivery. If no feedback is provided during this period, the work is deemed accepted.

3. Client Obligations

• The Client shall provide the following:
  • All necessary source materials, including [List Source Materials, e.g., branding assets, technical drawings, copy, style guides].
  • Timely feedback within [Number] business days of each deliverable.
  • A designated point of contact: [Client Contact Name], [Client Contact Title], [Client Contact Email], [Client Contact Phone].
  • Clear and timely decisions regarding design direction.

4. Location of Service

• Option A: Remote
  • Services will be provided remotely.
• Option B: On-Site
  • Services will be provided on-site at [Client Location].
• Option C: Hybrid
  • Services will be provided both remotely and on-site, as needed.
  • Travel reimbursement will be provided according to Wisconsin Department of Workforce Development guidelines.

5. Payment Terms

• Option A: Fixed Fee
  • The total fee for the services is [Dollar Amount].
• Option B: Hourly Rate
  • The hourly rate for services is [Dollar Amount].
• Option C: Retainer
  • The Client shall pay a monthly retainer of [Dollar Amount].
• Payment Schedule: Payments will be made according to the following schedule:
  • [Percentage]% upon signing of this Agreement.
  • [Percentage]% upon completion of [Milestone Description].
  • [Percentage]% upon final delivery and acceptance.
• Payment Method: Accepted payment methods include [List Payment Methods, e.g., check, ACH, credit card].
• Invoicing: Invoices will be submitted [Frequency, e.g., monthly, upon completion of each milestone].
• Sales Tax: Applicable Wisconsin sales tax will be added to all invoices.
• Late Payment Penalty: Late payments will be subject to a [Percentage]% monthly late fee.

6. Change Orders

• Any changes to the scope of work must be documented in a written change order, signed by both parties.
• Change orders will include adjustments to the project cost and schedule.
• Changes are subject to Wisconsin-specific contract amendment requirements.

7. Intellectual Property

• Option A: Work for Hire
  • All designs, drafts, source files, and final deliverables created by Provider under this Agreement shall be considered "work for hire" and owned exclusively by Client upon full payment.
• Option B: Limited License
  • Provider retains ownership of all designs, drafts, and source files. Client is granted a limited, non-exclusive license to use the final deliverables for [Specific Use Case].
• Provider retains the right to use the work for portfolio purposes.
• Any use of third-party elements or stock assets will be subject to their respective licenses.

8. Confidentiality

• Both parties agree to hold confidential all non-public information disclosed during the term of this Agreement and for a period of [Number] years thereafter.
• This obligation complies with the Wisconsin Uniform Trade Secrets Act.
• Exceptions: Information that is publicly available, already known, or independently developed.

9. Warranties and Representations

• Provider warrants that all designs will be original and will not infringe on any third-party rights.
• Provider represents that it has the necessary skills and expertise to perform the services.
• All services shall comply with applicable industry standards and Wisconsin consumer protection law.

10. Quality Assurance

• Client has [Number] days to notify Provider of any non-conforming work.
• Provider will correct any non-conforming work at its expense.
• This Agreement includes [Number] free minor revisions.
• Warranty Period: [Number] days after final delivery.

11. Liability and Indemnification

• Each party shall be responsible for its own acts and omissions.
• Provider's liability shall be limited to the amount paid by Client under this Agreement, referencing Wisconsin statutory caps.
• Client shall indemnify and hold harmless Provider from any claims arising from Client's use of the designs.

12. Force Majeure

• Neither party shall be liable for delays or failures to perform due to force majeure events, including government shutdowns, severe weather typical in Wisconsin, and other uncontrollable circumstances.
• The affected party shall notify the other party promptly of any such event.

13. Termination

• Option A: Termination for Cause
  • Either party may terminate this Agreement for cause (material breach) upon [Number] days written notice.
• Option B: Termination for Convenience
  • Client may terminate this Agreement for convenience upon [Number] days written notice.
• Option C: Mutual Agreement
  • This agreement can be terminated by mutual written agreement of both parties.
• Upon termination, Client shall pay Provider for all services performed up to the date of termination, and all materials shall be returned. All terminations shall comply with required Wisconsin notice procedures.

14. Dispute Resolution

• The parties shall attempt to resolve any disputes through good faith negotiation.
• If negotiation fails, the parties agree to [Mediation/Arbitration] under Wisconsin rules.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, referencing Wis. Stat. § 801.50. Jurisdiction of Wisconsin courts.

15. Licensing and Certification

• Provider represents that it holds all necessary licenses and certifications required to perform the services, including compliance with architectural licensing under Wis. Stat. Ch. 443, if applicable.
• All partners, subcontractors, or consultants shall adhere to relevant Wisconsin rules.

16. Data Protection and Privacy

• Provider shall handle all Client data in accordance with Wisconsin data breach notification statutes.
• Provider will implement reasonable security measures to protect Client data.

17. Public Use and Attribution

• Provider may use the final deliverables for promotional purposes, with Client's prior written consent.
• Client shall provide appropriate attribution to Provider.

18. Records Retention and Audit

• Provider shall retain records of the project for [Number] years, following Wisconsin’s Statute of Limitations for contractual claims.
• Client shall have the right to audit project-related financials or deliverables upon reasonable notice.

19. Insurance

• Provider shall maintain the following insurance coverage:
  • Professional Liability Insurance: [Dollar Amount]
  • General Commercial Liability Insurance: [Dollar Amount]
• Provider shall provide Client with certificates of insurance upon request.

20. Notice

• All notices under this Agreement shall be in writing and sent to the following addresses:
  • To Provider: [Design Service Provider Name], [Registered Business Address]
  • To Client: [Client Name], [Registered Business Address]
• Notice shall be deemed effective [Number] days after mailing. The method of service must meet Wisconsin legal standards.

21. General Provisions

• This Agreement constitutes the entire understanding between the parties.
• If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in effect (severability clause).
• This Agreement may not be assigned without the written consent of both parties.
• Provider is an independent contractor and not an employee of Client. The relationship should be reviewed, considering Wisconsin definitions for independent contractors.

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

[Design Service Provider Name]

By: [Name of Authorized Representative]

Title: [Title]

Date: [Date]

[Client Name]

By: [Name of Authorized Representative]

Title: [Title (if applicable)]

Date: [Date]