Design Services Agreement
This agreement covers a defined design project between the design studio ("Designer") and the client ("Client"). It is project-based, not a retainer. It becomes effective only when BOTH parties have signed below. The Designer drafts and signs first, then shares this document with the Client for review and countersignature — either in-app, or by printing, signing, and uploading a scanned copy.
Section 1 — Parties & Project
Designer (name / studio name):
Client (full legal name):
Client approver — the person whose sign-off closes a round:
Section 2 — Deliverables & Milestones
The Designer will produce the following, and nothing beyond it, under this agreement:
Copywriting, translation, photography, illustration, retouching, printing and media buying are excluded unless listed above. Anything not listed is handled under Section 4.
Section 3 — Fees & Payment Schedule
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Deposit payable before work begins | | |
Final balance on delivery | | |
Hourly rate for additional work | | |
Third-party costs (fonts, stock, printing) passed through at cost | | |
The deposit is non-refundable once work has begun and secures the Designer's schedule. Invoices are due within 14 days of receipt. Late balances may pause work and delay milestone dates. Final files are released after the closing invoice is settled.
Section 4 — Revisions & Additional Work
Revision rounds included in the project fee:
A round is one consolidated set of written feedback from the Client, gathered from all of its stakeholders. Revisions refine the direction already selected. Returning to a rejected direction, requesting new concepts after selection, or changing the brief — audience, format, size, message, quantity or language — is additional work. Additional work is estimated in writing and started only after the Client approves the estimate; it is billed at the hourly rate in Section 3 and may move the milestone dates.
Section 5 — Schedule & Client Responsibilities
The Client will supply final copy, images, brand assets and any printer specification by the dates agreed, and will return feedback within five working days of each presentation. Milestone dates assume this. Where material or feedback is late, milestone dates move by at least the length of the delay, and the Designer may need to reschedule around other commitments. If the Client is unresponsive for more than 30 days, the Designer may invoice for work completed to that point and place the project on hold. Rush work that displaces scheduled commitments carries a surcharge quoted and approved in advance.
Section 6 — Ownership & Portfolio Rights
Upon receipt of the final payment in full, the Designer assigns to the Client all rights in the final approved deliverables created specifically for this project. Until then the Client holds no licence to use them. The Designer retains ownership of working files, unused concepts, sketches, and any pre-existing tools, templates or assets, and grants the Client a non-exclusive licence to use those only as embedded in the final deliverables. The Designer may show completed, publicly released work in a portfolio, case study or awards submission and may be credited as its designer, unless the Client requests otherwise in writing.
Section 7 — Third-Party Licences & Client Materials
Typefaces, stock images, icons and illustrations used in the deliverables are licensed from third parties. Unless the Designer agrees in writing to hold them, those licences are purchased in the Client's name and at the Client's cost, and the Client is responsible for keeping them valid for the intended use. Font software is never redistributed. The Client confirms it owns or is licensed to use all copy, logos, images and data it supplies, and that they do not infringe any third party's rights. The Client is responsible for the accuracy of all supplied content, including legal, regulatory and barcode information; the Designer typesets what is supplied and does not verify it.
Section 8 — Approval, Print & Liability
The Client's written approval of a final proof is its confirmation that the artwork is correct. The Designer is not liable for errors, omissions or production costs arising after that approval. Printed colour will differ from screen colour and slight variation between print runs is normal; where exact colour matters the Client should request a physical proof. The Designer's total liability under this agreement is limited to the fees actually paid for the affected deliverable, and neither party is liable for indirect or consequential loss. Each party will keep the other's non-public business information confidential during and after the project.
Section 9 — Cancellation & Kill Fee
Either party may cancel this project on written notice. On cancellation the Client pays for all work completed and hours committed up to the cancellation date, plus a kill fee reflecting the capacity reserved and now lost. The deposit is applied against that amount and is not refunded. Rights in any partially completed work remain with the Designer unless the settlement is paid in full. Either party may also terminate for material breach that is not cured within 14 days of written notice.
Kill fee, expressed as a percentage of the remaining project fee:
Section 10 — General Acknowledgments
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Optional — upload a countersigned scan or supporting appendix:
This template is provided for reference only and does not constitute legal advice. Consult qualified counsel before relying on this document.