Project Proposal Template Behance

PROJECT SERVICES AGREEMENT: CREATIVE AND DESIGN ENGAGEMENT

Document ID: PSA-BEH-202X-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: [State/Province], [Country]

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STATUTORY & LEGAL COMPLIANCE NOTICE

This document constitutes a binding legal contract. It has been drafted for general institutional application. The user is advised that enforceability of certain provisions (e.g., limitation of liability, non-compete, or choice of law clauses) varies significantly by jurisdiction. This template does not constitute specific legal advice or attorney-client relationship. Review by qualified local counsel is mandatory prior to execution.

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1. PARTIES AND RECITALS

This Project Services Agreement ("Agreement") is entered into as of the Effective Date by and between:

SERVICE PROVIDER: [Company Full Legal Name], a [Legal Entity Type] organized under the laws of [Jurisdiction], with its principal place of business located at [Principal Address] ("Provider").

CLIENT: [Client Full Legal Name], a [Legal Entity Type] organized under the laws of [Jurisdiction], with its principal place of business located at [Principal Address] ("Client").

RECITALS: WHEREAS, Provider specializes in creative design, branding, and digital asset production; WHEREAS, Client desires to retain Provider to perform the services set forth in the attached Exhibit A (the "Project Proposal"); NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

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2. SCOPE OF SERVICES

Provider shall perform the design and creative services described in the Project Proposal (the "Services"). Any modifications, expansions, or deviations from the Scope of Services must be documented in a written Change Order signed by both parties. Any verbal agreements or informal requests via communication platforms (e.g., Slack, Email) shall not amend this Agreement unless formally reduced to a signed writing.

3. COMPENSATION AND PAYMENT TERMS

3.1 Fees: Client shall pay Provider the sum of [Amount in USD] (the "Fee"). 3.2 Invoicing: Invoices shall be issued [monthly / upon project milestones]. Payment is due within [15/30] days of invoice receipt. 3.3 Late Payment: Any undisputed invoice not paid by the due date shall bear interest at the rate of 1.5% per month, or the maximum amount permitted by law, whichever is lower. 3.4 Expenses: Client shall reimburse Provider for pre-approved, out-of-pocket expenses directly related to the project upon presentation of reasonable documentation.

4. TERM AND TERMINATION

4.1 Term: This Agreement commences on the Effective Date and continues until completion of Services, unless terminated earlier. 4.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach and fails to cure such breach within fourteen (14) days of receiving written notice. 4.3 Termination for Convenience: Client may terminate this Agreement for convenience by providing thirty (30) days’ written notice, provided that Client compensates Provider for all Services performed up to the date of termination and for all non-cancellable expenses incurred.

5. INTELLECTUAL PROPERTY OWNERSHIP

5.1 Work Made for Hire: All creative deliverables produced under this Agreement shall be considered "works made for hire" to the extent permitted by law. Upon full payment of all Fees, all right, title, and interest in and to the final deliverables shall vest in Client. 5.2 Pre-existing IP: Provider retains ownership of all pre-existing design assets, methodologies, and proprietary software tools. Provider grants Client a perpetual, non-exclusive, royalty-free license to use such pre-existing assets solely as incorporated within the final deliverables.

6. MUTUAL CONFIDENTIALITY

The parties agree to hold all non-public, proprietary, or confidential information (the "Confidential Information") in strict confidence. This obligation survives the termination of this Agreement for a period of three (3) years. Confidential Information does not include information that is publicly known or independently developed without reference to the other party's data.

7. REPRESENTATIONS AND WARRANTIES

Provider represents that the Services shall be performed in a professional manner in accordance with industry standards. Provider warrants that, to the best of its knowledge, the final deliverables do not infringe upon the intellectual property rights of any third party.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 Liability Cap: To the maximum extent permitted by law, Provider’s total aggregate liability for any claims arising out of this Agreement shall be limited to the total fees paid by Client to Provider during the six (6) months preceding the event giving rise to the claim. 8.2 Indemnification: Each party agrees to indemnify and hold harmless the other from any third-party claims, damages, or expenses arising from the indemnifying party’s gross negligence or willful misconduct.

9. DISPUTE RESOLUTION AND GOVERNING LAW

This Agreement shall be governed by the laws of [State/Jurisdiction]. Any disputes arising under this Agreement that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration conducted in [City, State] in accordance with the rules of the American Arbitration Association.

10. MISCELLANEOUS

10.1 Severability: If any provision is found to be unenforceable, the remainder of the Agreement shall remain in full force and effect. 10.2 Entire Agreement: This Agreement, including the Project Proposal, constitutes the entire understanding between parties, superseding all prior communications. 10.3 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.

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EXECUTION

FOR [COMPANY LEGAL NAME]:
Signature: _____________________________________
Printed Name: ________________________________
Title: ________________________________________
Date: ________________________________________

FOR [CLIENT LEGAL NAME]:
Signature: _____________________________________
Printed Name: ________________________________
Title: ________________________________________
Date: ________________________________________

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STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Field Completion: Use the "Find & Replace" function in your word processor to swap all [Bracketed Text] with actual data. Do not leave any brackets empty.
2. Verify Authority: Ensure the individual signing for the Client has the "actual" or "apparent" authority to bind the organization (e.g., C-Suite, Director, or authorized Procurement Lead).
3. Exhibit A Attachment: Always attach the specific project scope, deliverables list, and timeline as "Exhibit A." Ensure the totals in Exhibit A match the [Amount in USD] in Section 3.1.
4. Digital Signature: Execute using a platform such as DocuSign, Adobe Sign, or HelloSign. Ensure the digital audit trail (Certificate of Completion) is saved alongside the signed PDF.
5. Record Retention: Maintain the fully executed contract in a secure, encrypted cloud repository (e.g., SharePoint, Box, or DocuSign CLM). Do not delete until at least seven (7) years after the expiration of the final warranty/liability period.