DESIGN LAB - AGREEMENT FORM

This Design Agreement (this “Agreement”), dated

is between Wild Birch Design LLC (“Designer”) and

(“Client”) with respect to the Design Services to be rendered virtually on Google Meets (“Project”).

Designer and Client mutually agree as follows:

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SCOPE

Designer shall perform the services and deliver the deliverables (together, the “Services”)  set forth in Scope of Services document attached to this Agreement as Exhibit A (the “Scope of Services”).  If there is any conflict between the body of this Agreement and the Scope of Services, the terms contained in the Scope of Services will govern.

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DESIGN FEES; PAYMENT:

In exchange for providing the Services, the Client will pay Two Hundred Forty-Nine Dollars ($249) prior to the commencement of the work as a non-refundable advance payment. All Design Fees are non-refundable. Design Fees are due at time of purchase of Services.

PROCUREMENT OF ITEMS AND MATERIALS FOR THE PROJECT:

Unless otherwise stated in the Scope of Services, the Services do not include procuring items and materials for the Project (together, “Products”) or time spent developing specifications for the Client’s purchase of Products direct from any third-party vendor.

DRAWINGS; CLIENT OBLIGATIONS:

Designer’s strategic documents shared with Client are Designer’s work product (the “Work Product”) and shall remain the property of Designer. So long as all fees payable under this Agreement to Designer are paid in full, Designer provides Client with a non-exclusive , non-transferable, license to use the Work Product solely in conjunction with the Project. 

PERMITS:

Designer is not responsible for advising Client as to building and safety code requirements nor for the permitting and compliance processing required by governmental agencies.

TERM  AND TERMINATION:

This Agreement shall begin on the Effective Date and shall continue until the completion of the Services unless sooner terminated pursuant to this Section 13 (the “Term”).

Termination for Convenience. Either party may terminate this Agreement by providing fifteen (15) days’ prior written notice to the other Party; provided that any Services being performed at the time of termination under this Section 13 shall continue throughout the notice period to the extent requested by Client and will continue to be subject to the terms and conditions set forth in the applicable Scope of Work. If Client terminates in accordance with this Section, (i) no refunds will be given for amounts payable in advance (with any such advance payments applied as a termination fee), and (ii) Client will pay in full all outstanding amounts on any invoices previously delivered by Designer as well as the final invoice from Designer, within 15 days of the date of the invoice.

For Cause. If either Party fails to meet their obligations under this Agreement, one Party will notify the defaulting Party of such default, and if the default cannot be cured or is not cured within 15 days of notice, the non-defaulting Party may terminate this Agreement upon written notice to the other Party. The Designer may terminate this Agreement before the expiration of the Term immediately upon written notice if the Client fails to pay any amount when due. If either Party becomes insolvent, admits its inability to pay its debts generally as they become due, becomes subject to bankruptcy proceedings, is dissolved or liquidated, makes a general assignment for the benefit of creditors or has an agent appointed by the court to take charge of or sell a portion or more of its business, the other Party may terminate immediately upon written notice. 

Transition Services. In the event of termination other than termination for cause by the Designer due to an uncured material breach of this Agreement by the Client, the Client may request reasonable assistance pre- or post-termination from the Designer in connection with the transition of the performance of the Services to an alternative service provider or to Client’s personnel (“Transition Services”).  Transition Services shall be billed to Client at the rate specified for the Services in Exhibit A and shall be performed in all respects in accordance with the terms and conditions of this Agreement.

Any provision of this Agreement that contemplates performance or observance by a party subsequent to the termination or expiration of this Agreement and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Client Agrees to take no action that is intended, or would reasonable be expected to harm the Designer’s reputation, or that would reasonably be expected to lead to unwanted or unfavorable publicity to the Designer.

LIMITATION OF LIABILITY:

IN NO EVENT WILL DESIGNER BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DELAYS OR BUSINESS INTERRUPTIONS) WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL DESIGNER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER UNDER CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO DESIGNER PURSUANT TO THIS AGREEMENT IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

DISPUTES:

The Parties agree to first attempt to resolve any dispute, controversy or claim arising out of or related to this Agreement or any breach of this agreement through mediation. The costs of mediation will be split equally between the Parties. To the extent mediation does not resolve the issue, the dispute shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by the American Arbitration Association and shall be conducted consistent with its rules, regulations and requirements. Any arbitral award determination shall be final and binding upon the Parties. Any arbitration will take place in Burlington, Vermont. This Agreement, for all purposes, shall be construed in accordance with the laws of Vermont without regard to conflicts-of-law principles. Any action or proceeding by either Party to enforce this Agreement shall be brought only in any state or federal court located in the state of Vermont, county of Chittenden. The Parties hereby irrevocably submit to such jurisdiction and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. In the case of Arbitration or upon the binding judgment of an applicable court of law, the non-prevailing party will pay the reasonable legal fees of the prevailing party. 

FORCE MAJEURE AND MISCELLANEOUS TERMS:

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from events outside of the party's reasonable control ("Force Majeure Events"), including but not limited to: (a) acts of God; (b) flood, fire, earthquake, explosion, epidemics, pandemics, natural disasters; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power, internet, or transportation facilities. The affected Party shall resume performance under this Agreement as soon as reasonably practicable after the Force Majeure Event has been resolved or terminated. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and it may not be amended except in a writing signed by both Parties. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. No waiver or forbearance by either Party of any rights under this Agreement precludes such party from exercising those rights in any other instance.

This Agreement may be executed on separate counterparts, any one of which need not contain signatures of more than one party, but all of which when taken together shall constitute one and the same agreement. The parties may provide notice under this Agreement to the addresses given on the signature page to this Agreement beneath each party’s respective signature, by mail, courier or email, provided that notice by email shall not be effective until receipt is acknowledged in writing (any response to or regarding the notice email by the recipient shall constitute such an acknowledgment). This Agreement is binding on and inures to the benefit of the Parties and their respective successors, permitted assigns, heirs and legal representatives, as the case may be. Neither Party may assign this Agreement or subcontract any of its duties or obligations under this Agreement without the other Party’s prior, written consent. No invalidity, illegality or unenforceability of any provision herein shall affect any other term or provision of this Agreement.

ACKNOWLEDGMENT OF ARBITRATION:

THE PARTIES UNDERSTAND THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE. AFTER SIGNING THIS DOCUMENT, THE PARTIES UNDERSTAND THAT THEY WILL NOT BE ABLE TO BRING A LAWSUIT CONCERNING ANY DISPUTE THAT MAY ARISE WHICH IS COVERED BY THIS AGREEMENT, UNLESS IT INVOLVES A QUESTION OF CONSTITUTIONAL OR CIVIL RIGHTS. INSTEAD, THE PARTIES AGREE TO SUBMIT ANY SUCH DISPUTE TO AN IMPARTIAL ARBITRATOR.

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IN WITNESS WHEREOF, the parties hereto have executed this Design Services Agreement.

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CLIENT:

EXHIBIT A

Scope of Services:

The Design Lab is a 90-minute Google Meet session designed to help you enhance your property’s design and guest experience. We’ll discuss everything from creating an immersive guest experience and ensuring your property stands out in photos to selecting materials that are both functional and visually appealing. We’ll also look at enhancing local authenticity, improving safety measures, and leveraging technology to make your space more efficient. This session serves as a springboard to a more comprehensive design assessment or larger-scale project, providing a roadmap for success.

What’s Included:

• A pre-meeting survey to help us better understand where you and your business are currently compared to where you would like to be.

• A 90-minute live session with Kate Robinson, head designer of Wild Birch Design.

• A focused, personalized strategy that addresses your specific design challenges and goals.

• Expert advice on creating memorable experiences, functional layouts, and branded environments.

• A Custom-Tailored Strategy Kit, including actionable insights and resources to guide your next steps.

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What’s Not Included:

• Full-scale design plans or renderings.

• In-depth guest experience and safety assessments.

• Product sourcing or purchasing.

• On-site consultations or implementation services.

• Deliverables such as mood boards, floor plans, or shopping lists.

  
  

What You’ll Walk Away With:

A clear strategy to elevate your property’s design and guest experience.Practical advice for enhancing visual appeal, functionality, and safety.Actionable steps to improve your property’s performance and create a standout experience.A roadmap for potential future design work or guest experience assessments.