Project Proposal Template for Graphic Designers

PROFESSIONAL DESIGN SERVICES PROPOSAL AND BINDING AGREEMENT

DOCUMENT ID: LGL-PRO-DES-2023-V1
EFFECTIVE DATE: [Effective Date]
VERSION: 1.0 (Institutional Master)
GOVERNING JURISDICTION: State of [State / Province], United States

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

CRITICAL LEGAL ADVICE: This document is an institutional-grade, legally binding contract and proposal. Modifying, altering, or deleting clauses herein may result in unintended legal liabilities, loss of intellectual property protections, or unenforceability under applicable state and federal laws. Both parties acknowledge that they have been advised to seek independent legal counsel prior to executing this Agreement. This Agreement is drafted to comply with the general contract law principles of the United States and the Uniform Commercial Code (UCC) where applicable to commercial services.

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2. PARTIES & RECITALS

This Professional Design Services Proposal and Binding Agreement (the "Agreement") is entered into and made effective as of [Effective Date] (the "Effective Date"), by and between:

DESIGNER: [Company Full Legal Name], a [State of Incorporation, e.g., Delaware corporation / Sole Proprietorship], having its principal place of business at [Principal Address] (hereinafter referred to as the "Designer"), and

CLIENT: [Client Full Legal Name], a [State of Incorporation / Entity Type, e.g., California corporation], having its principal place of business at [Principal Address] (hereinafter referred to as the "Client").

RECITALS: WHEREAS, Designer possesses specialized skills, expertise, and technical capabilities in graphic design, brand identity development, and visual communications; and
WHEREAS, Client desires to retain Designer to perform certain design, development, and creative services, and Designer agrees to perform such services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

SECTION 1: SCOPE OF SERVICES & ENGAGEMENT

1.1 Project Scope: Designer shall provide to Client the graphic design and creative services detailed in the Project Specification Schedule attached hereto as Exhibit A (the "Services"). The Services shall include the creation of deliverables, mockups, digital files, and brand collateral (the "Deliverables").
1.2 Project Phases: The Services shall be executed in distinct project milestones as outlined in Exhibit A. Progression from one phase to the subsequent phase may require formal written or electronic sign-off by Client.
1.3 Revisions and Alterations: The Services include a specific number of revision rounds per milestone, as set forth in Exhibit A. Any modifications, additions, or structural changes requested by Client outside the defined scope of work or beyond the allotted revision rounds shall be billed at Designer’s standard hourly rate of $ [Hourly Rate in USD] per hour, subject to a prior written Change Order executed by both parties.
1.4 Client Responsibilities: Client shall provide all necessary content, text, logos, brand guidelines, and directional feedback required for the performance of the Services in a timely manner. Delays in Client provision of required materials shall result in a corresponding extension of project deadlines.

SECTION 2: COMPENSATION & PAYMENT TERMS

2.1 Total Fee: In consideration for the full and complete performance of the Services, Client shall pay to Designer the total fixed fee of $ [Amount in USD] (the "Project Fee"), payable in accordance with the payment schedule set forth in Exhibit A.
2.2 Invoicing and Payment Due Date: Designer shall issue invoices to Client electronically via email at the milestones set forth in Exhibit A. All invoices are due and payable in full within [Number, e.g., 30] calendar days of the invoice date (Net [Number]).
2.3 Late Payments: Any invoice not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date due until the date paid in full.
2.4 Suspension of Services: If any invoice remains unpaid for more than [Number, e.g., 15] days past its due date, Designer reserves the right, upon written notice to Client, to suspend the performance of any and all Services until all outstanding balances and accrued interest are paid in full. Designer shall not be liable for any project delays resulting from such suspension.
2.5 Expenses: Client shall reimburse Designer for all pre-approved, out-of-pocket expenses incurred in connection with the performance of the Services, including but not limited to stock photography licensing, specialized fonts, printing costs, and travel expenses, provided that Designer submits proper receipts and documentation to Client.

SECTION 3: TERM & TERMINATION

3.1 Term: This Agreement shall commence on the Effective Date and shall continue until the Services are fully completed and final payment is received by Designer, unless terminated earlier in accordance with this Section 3.
3.2 Termination for Convenience: Client may terminate this Agreement or any project phase for convenience upon providing [Number, e.g., 14] days' prior written notice to Designer. Upon such termination, Client shall pay Designer for: (a) all Services performed up to the effective date of termination; (b) all non-cancellable expenses and commitments incurred by Designer; and (c) a kill fee equal to twenty-five percent (25%) of the remaining unbilled balance of the Project Fee.
3.3 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such material breach within [Number, e.g., 10] calendar days after receipt of written notice detailing the breach.
3.4 Effect of Termination: Upon termination of this Agreement for any reason, Designer shall immediately cease all work, and Client shall immediately pay all outstanding and unpaid invoices. Upon receipt of final payment, Designer shall deliver to Client all completed work-in-progress up to the date of termination, subject to the intellectual property provisions herein.

SECTION 4: INTELLECTUAL PROPERTY OWNERSHIP & WORK MADE FOR HIRE

4.1 Work Made for Hire / Assignment of Rights: Upon receipt of full and final payment of all fees, expenses, and charges due under this Agreement, Designer hereby assigns to Client all right, title, and interest (including all United States and international copyrights) in and to the final, accepted Deliverables created specifically for Client hereunder.
4.2 Designer Proprietary Rights: Designer retains all right, title, and interest in and to its pre-existing intellectual property, tools, methodologies, software, source files, unselected design concepts, and general know-how utilized in the creation of the Deliverables. Designer grants Client a perpetual, non-exclusive, royalty-free, worldwide license to use such pre-existing materials solely as embedded within or required for the normal use and operation of the final Deliverables.
4.3 Source Files: Unless explicitly stated otherwise in Exhibit A, delivery of final files to Client shall be restricted to production-ready formats (e.g., PDF, JPG, PNG, vector EPS/SVG). Raw working files (e.g., Adobe Illustrator .ai, Photoshop .psd, After Effects .ae) remain the sole property of Designer and may be purchased by Client for an additional fee agreed upon in writing.
4.4 Portfolio Rights: Designer retains the perpetual, irrevocable right to showcase, display, and publish the completed Deliverables and associated brand collateral in Designer’s professional portfolio, design awards submissions, website, and marketing materials for self-promotional purposes.

SECTION 5: MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1 Definition of Confidential Information: "Confidential Information" shall mean any proprietary, non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") relating to business operations, trade secrets, technical data, financial information, strategies, client lists, and software, whether orally or in writing, and marked as confidential or reasonably understood to be confidential.
5.2 Obligations of Confidentiality: The Receiving Party agrees to: (a) protect the Disclosing Party's Confidential Information with the same degree of care it uses for its own confidential information, but in no event less than a reasonable degree of care; (b) not disclose such Confidential Information to any third party, except to employees, contractors, or legal/financial advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein; and (c) use such Confidential Information solely for the purpose of performing obligations or exercising rights under this Agreement.
5.3 Exclusions: Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of the Receiving Party; (b) was already in the rightful possession of the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party.

SECTION 6: REPRESENTATIONS & WARRANTIES

6.1 Designer Representations: Designer represents and warrants that: (a) it has the full power and authority to enter into this Agreement and perform the Services; (b) the Services shall be performed in a professional, workmanlike manner consistent with industry standards; and (c) to the best of Designer’s knowledge, the final Deliverables created by Designer will not knowingly infringe upon the copyright, trademark, patent, or trade secret rights of any third party.
6.2 Client Representations: Client represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) all materials, text, images, logos, and data provided by Client to Designer for inclusion in the Deliverables are owned by Client or properly licensed; and (c) Client's use of such materials will not infringe upon the intellectual property rights of any third party.
6.3 Disclaimer of Warranties: EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, DESIGNER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN "AS IS" BASIS.

SECTION 7: LIMITATION OF LIABILITY & INDEMNIFICATION

7.1 Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Cap on Liability: DESIGNER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, UNDER ANY LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL PROJECT FEE ACTUALLY PAID BY CLIENT TO DESIGNER UNDER THIS AGREEMENT.
7.3 Client Indemnification: Client agrees to defend, indemnify, and hold harmless Designer, its officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, judgments, and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Client's breach of this Agreement; (b) materials, content, or trademarks provided by Client; or (c) the unauthorized modification or alteration of the Deliverables by Client or third parties.

SECTION 8: DISPUTE RESOLUTION & ARBITRATION

8.1 Good Faith Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt in good faith to resolve the matter through informal negotiations between senior executives or principals of both parties for a period of not less than thirty (30) days.
8.2 Binding Arbitration: If the dispute cannot be resolved through informal negotiations within thirty (30) days, the dispute shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The place of arbitration shall be [City, State]. The arbitrator's award shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
8.3 Attorneys’ Fees: The prevailing party in any arbitration or legal proceeding arising out of this Agreement shall be entitled to recover from the non-prevailing party all reasonable costs, expenses, and reasonable attorneys' fees incurred in connection therewith.

SECTION 9: GOVERNING LAW & JURISDICTION

9.1 Choice of Law: This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, shall be governed by, enforced under, and construed in accordance with the internal laws of the State of [State / Province], without regard to its conflict of laws principles.
9.2 Jurisdiction: Subject to Section 8, each party irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located within [County] County, [State]`, for any legal action or proceeding arising out of this Agreement.

SECTION 10: MISCELLANEOUS

10.1 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.
10.2 Entire Agreement: This Agreement, including any attached Exhibits and Change Orders, constitutes the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether oral or written.
10.3 Amendments and Waivers: No modification, amendment, or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by authorized representatives of both parties. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof.
10.4 Independent Contractors: The relationship of the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between Designer and Client.
10.5 Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement (excluding payment obligations) resulting from acts beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, epidemics, pandemics, government restrictions, power failures, or internet disruptions (each a "Force Majeure Event"), provided the affected party gives prompt notice to the other party and uses commercially reasonable efforts to resume performance.
10.6 Counterparts & Electronic Signatures: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by email (PDF) or digital signature platform (e.g., DocuSign, Adobe Sign) shall be equally effective as delivery of an original executed hard copy.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the parties hereto have caused this Professional Design Services Proposal and Binding Agreement to be duly executed by their respective authorized representatives as of the Effective Date written below.

FOR DESIGNER ([Company Full Legal Name]):

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Managing Director / CEO]
Company: [Company Full Legal Name]
Date: [Date]

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FOR CLIENT ([Client Full Legal Name]):

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Chief Marketing Officer]
Company: [Client Full Legal Name]
Date: [Date]

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5. EXHIBIT A: PROJECT SPECIFICATION & MILESTONE SCHEDULE

(Attached to and forming an integral part of the Master Agreement)

1. Project Description: [Detailed narrative of the graphic design project, e.g., Comprehensive Brand Identity Redesign including logo, typography, color palette, and collateral templates.]
2. Deliverables List:
   • Deliverable 1: [e.g., Primary and Secondary Logo Files]
   • Deliverable 2: [e.g., Brand Guidelines PDF Document]
   • Deliverable 3: [e.g., Social Media Asset Templates]
3. Project Timeline & Milestones:
   • Phase 1: Research, Discovery & Concept Generation (Due: [Date]) — Milestone Fee: $ [Amount]
   • Phase 2: Design Execution & Client Review (Due: [Date]) — Milestone Fee: $ [Amount]
   • Phase 3: Final Delivery & Asset Handover (Due: [Date]) — Milestone Fee: $ [Amount]
4. Total Project Fee: $ [Total Amount in USD]

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6. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Preparation: Open this document in Microsoft Word or Google Docs. Utilize the Find & Replace function to locate and replace all bracketed fields (e.g., [Client Full Legal Name], [Effective Date], [Amount in USD]) with verified factual data. Ensure all Exhibit A specifications accurately reflect the exact scope agreed upon with the client.
2. Legal & Compliance Review: Verify that the Governing Jurisdiction ([State]) matches the appropriate local laws for the transaction. Confirm that payment terms (Net 30, milestone structure) align with agency or freelance operating procedures.
3. Signatory Verification: Ensure that the individuals signing on behalf of both the Designer and the Client possess the corporate authority to bind their respective legal entities (e.g., CEO, Managing Director, authorized Officer, or Owner).
4. Digital Execution: Export the finalized contract as a PDF. Upload the PDF into an institutional digital signature platform (such as DocuSign, Adobe Sign, or HelloSign). Route the document to both authorized signatories with secure audit trailing enabled.
5. Record Retention & Archiving: Upon full execution by both parties, download the cryptographically sealed final PDF containing the digital certificate of completion. Save the document in the primary corporate legal repository (e.g., cloud storage archive or contract management system under folder Client Files / [Client Name] / Contracts), and securely transmit a fully executed copy to the Client for their permanent records.