REF: UI-UX-DESIGN-FREELANCE-AGREEMENT UI/UX DESIGN FREELANCE AGREEMENT
THIS UI/UX DESIGN FREELANCE AGREEMENT (the "Agreement") is made on this [Agreement Date] (the "Effective Date"), by and between:
THE DESIGNER:
[UI/UX Designer Name], an independent freelance product designer, with professional portfolio accessible at [Designer Portfolio Link] (hereinafter referred to as the "Designer", which expression shall, unless repugnant to the context, include their legal heirs, executors, and permitted assigns) of the FIRST PART;
AND
THE CLIENT:
[Client / Company Name] (hereinafter referred to as the "Client", which expression shall, unless repugnant to the context, include its successors, legal representatives, and permitted assigns) of the SECOND PART.
WHEREAS:
A. The Designer possesses professional skills in user experience (UX) architecture, information layout, design systems, visual design (UI), and interactive digital prototyping.
B. The Client desires to retain the Designer to produce digital interface designs, visual components, and prototypes, and the Designer agrees to provide such design services on the terms outlined herein.
NOW, THEREFORE, the Parties agree as follows:
1. DESIGN SCOPE AND DELIVERABLES
1.1 The Designer shall deliver digital design work for the project described as: [Project Description & Vision].
1.2 The breadth of design engagement shall encompass: Full UI/UX.
1.3 All deliverables shall be built and maintained using the designated design platform: Figma.
1.4 The final design assets shall be delivered in the agreed format: [Deliverable File Formats].
1.5 Scope does not include frontend software programming (HTML, CSS, JavaScript, React, Swift, etc.) unless specifically contracted under a separate software development agreement.
2. REVISIONS AND CHANGE MANAGEMENT
2.1 The project pricing includes: 2 Rounds of Revisions per screen milestone.
2.2 A revision cycle constitutes consolidated written feedback provided by the Client within four (4) business days of design submission. Minor adjustments to padding, color shades, or typography are accommodated within the revision round.
2.3 Complete structural overhauls, screen rewrites, or conceptual changes demanded after a milestone has been approved shall constitute out-of-scope work, billed at the Designer's prevailing hourly rate.
3. COMPENSATION AND PAYMENT SCHEDULE
3.1 In consideration of the design services rendered, the Client shall pay to the Designer a total fee of INR [Total Design Consideration (INR)] (Indian Rupees).
3.2 The fee shall be disbursed in installments pursuant to the following schedule:
[Payment Milestone Schedule]
3.3 Payment shall be remitted within five (5) business days of invoice via electronic transfer, UPI, or IMPS.
3.4 Tax Deducted at Source (TDS) under Section 194J of the Income Tax Act 1961 may be deducted by the Client where statutorily required, subject to issuing official TDS credit certificates.
4. INTELLECTUAL PROPERTY AND PORTFOLIO RIGHTS
4.1 The allocation of intellectual property rights and design ownership shall be: Full IP transfer to Client upon full settlement.
4.2 Pursuant to Section 19 of the Copyright Act 1957, complete title, copyright, and artistic ownership shall assign to the Client solely upon 100% full and final payment of all agreed design fees.
4.3 Until all sums due are paid in full, the Designer remains the sole copyright owner of all drafts, wireframes, mockups, and exported assets.
4.4 The Designer retains the irrevocable, non-exclusive right to display non-confidential screens, project artwork, and case study overviews on their portfolio website ([Designer Portfolio Link]), Behance, Dribbble, and professional profiles for self-promotional purposes.
5. CLIENT RESPONSIBILITIES
5.1 The Client shall furnish brand assets, logos, copy text, imagery, and design requirements promptly.
5.2 Delays by the Client exceeding ten (10) consecutive business days in reviewing design submissions shall automatically extend milestone deadlines accordingly.
6. CONFIDENTIALITY
6.1 Both Parties agree that unreleased product concepts, feature roadmaps, business logic, and user research data shared under this Agreement constitute confidential trade secrets.
6.2 Neither Party shall disclose such confidential materials to any competitor or third party, adhering to Section 43A of the Information Technology Act 2000.
7. INDEPENDENT CONTRACTOR RELATIONSHIP
The Designer is an independent contractor. Nothing in this Agreement shall constitute an employment agreement, partnership, or joint venture under Indian law.
8. LIMITATION OF LIABILITY
The Designer creates designs based on industry best practices and usability heuristics. The Designer does not warrant specific user conversion rates, app store downloads, or commercial revenue outcomes. Under no circumstances shall the Designer's aggregate financial liability exceed the total fee actually received under this Agreement.
9. TERMINATION
9.1 Either Party may terminate this Agreement upon seven (7) days written notice if the other Party commits a material breach.
9.2 Upon termination by the Client for convenience, the upfront deposit remains non-refundable, and the Client shall pay pro-rata compensation for all completed design screens.
10. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement is governed by the laws of India, including the Indian Contract Act 1872. Any disputes shall be resolved through good faith negotiations, failing which the dispute shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act 1996 in India.
IN WITNESS WHEREOF, the Parties hereto have executed this UI/UX Design Freelance Agreement as of the date first above written.
DESIGNER:
Signature: ___________________________
Name: [UI/UX Designer Name]
Portfolio: [Designer Portfolio Link]
Date: [Agreement Date]
CLIENT:
Signature: ___________________________
Name: [Client / Company Name]
Date: [Agreement Date]
SCHEDULE OF TERMS, COVENANTS & CONDITIONS(6 ACTIVE CLAUSES)
1. TENURE & TERM OF LEASE: The term of this lease/tenancy shall be for a fixed duration of {{duration_months}} months commencing on {{commencement_date}} and terminating on {{expiry_date}} unless renewed by mutual consent.
2. MONTHLY RENT & DUE DATE: The Second Party covenants to remit a monthly rent of Rs. {{monthly_rent}} payable in advance on or before the {{rent_due_day}} day of each calendar month.
3. REFUNDABLE SECURITY DEPOSIT: The Second Party has deposited an interest-free refundable security sum of Rs. {{security_deposit}} with the First Party, returnable within 7 banking days of vacant handover.
4. PERMITTED USE OF PREMISES: The demised premises shall be utilized exclusively for lawful residential dwelling purposes and shall not be converted into commercial or industrial use.
5. STATUTORY ARBITRATION (ACT 1996): Any dispute arising hereunder shall be referred to a sole arbitrator appointed mutually under the Arbitration and Conciliation Act, 1996, with seat of arbitration in the execution city.
6. SUB-LEASE & ASSIGNMENT PROHIBITION: The Second Party is strictly prohibited from sub-letting, parting with possession, or assigning any portion of the premises to third parties without prior written consent.
ATTESTATION BY INDEPENDENT WITNESSES (AS PER APPLICABLE LAW)
First Witness
Signature:
Full Name:
Parent / Spouse:
Address:
Govt ID / Aadhaar:
Second Witness
Signature:
Full Name:
Parent / Spouse:
Address:
Govt ID / Aadhaar:
