Engineering design contract template (US)

Graphic Design Agreement

This Agreement is made on Effective Date between Designer Name, a Designer Entity Type and State, at Designer Address ("Designer"), and Client Name, a Client Entity Type and State, at Client Address ("Client").

1. The Work

Designer will create the following: Description of Design Work. The final files will be supplied as File Formats. Work outside this description needs a written change order and is billed at $Hourly Rate per hour.

2. Schedule and Revisions

Designer will present first concepts by First Concept Date and final files by Final Delivery Date. The fee includes Number of Concepts concepts and Revision Rounds rounds of changes. Client will give feedback within Feedback Days days, and dates move by the length of any delay in Client's feedback.

3. Fee

The total fee is $Total Fee: Deposit Percent% on signing and the rest on delivery of the final files, due within Payment Days days of each invoice. Late amounts bear interest at Late Interest Rate% per month, or the highest rate the law allows if lower. Fonts, stock images and printing are billed separately, if Client approves them first.

4. Ownership

When Designer has been paid in full, Designer assigns to Client all copyright in the final approved design. This written assignment is intended to meet 17 U.S.C. § 204(a). Rejected concepts, working files and Designer's general tools and methods stay with Designer. Fonts and stock images remain under their own licenses, which Designer will pass along to Client.

5. Client Materials

Client confirms it has the right to use the text, logos and images it supplies, and will defend Designer against any claim arising from them.

6. Designer's Promise

Designer promises that its original work will not knowingly copy a third party's work. Designer does not run legal trademark searches. Client should have a final logo or name cleared by its own attorney before relying on it.

7. Portfolio

Designer may show the finished work in its portfolio after public release, unless Client asks otherwise in writing.

8. Independent Contractor

Designer is an independent contractor, controls how the work is done, and is responsible for its own staff, taxes and insurance. Nothing here creates employment, partnership or agency.

9. Ending the Agreement

Either party may end this Agreement on Notice Days days' written notice. Client will pay for all work done up to that date. The deposit is not refundable to the extent it covers work already done. Rights in unpaid work stay with Designer.

10. Liability

NEITHER PARTY IS LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, AND EACH PARTY'S TOTAL LIABILITY IS LIMITED TO THE FEES PAID OR OWED IN THE Liability Cap Months MONTHS BEFORE THE CLAIM, except for payment owed, indemnity for third-party claims, breach of confidentiality, or fraud or willful misconduct.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Notices. Notices must be in writing and sent to the addresses above by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

| Designer | Client |

| --- | --- |

| Signature: Designer Signature | Signature: Client Signature |

| Name: Designer Printed Name | Name: Client Printed Name |

| Date: Designer Signing Date | Date: Client Signing Date |