2D Plan Template

2D Plan Template

This General Business Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: (collectively, the Parties) as of Effective Date: .

WHEREAS

WHEREAS, the Client desires to obtain a two-dimensional plan (2D plan) depicting the scope, layout and specifications for the project described herein; and

WHEREAS, the Service Provider has the professional capability and capacity to prepare, deliver and revise 2D plans in accordance with the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. Scope of Work

2. Payment Terms

All payments shall be made in lawful currency. If Client fails to pay any undisputed amount when due, Client shall pay interest on the overdue amount at the rate specified in Late Payment Fee above, and Service Provider may suspend work after providing ten (10) days' written notice of intent to suspend.

3. Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated pursuant to this Section.

Either Party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the effective date of termination. Either Party may terminate for material breach if the breach remains uncured thirty (30) days after written notice specifying the breach.

Upon termination, Provider shall deliver any completed work and invoice Client for work performed through the termination date. Client shall pay for all undisputed work performed and reimbursable expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means information disclosed by either Party to the other Party in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, technical designs, plans, specifications, and business information.

Each Party agrees to (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure of Confidential Information to those of its employees, agents or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect the confidentiality of such information. Confidential Information does not include information that is or becomes publicly known other than by a breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall receive protection for so long as they qualify as trade secrets under applicable law.

5. Intellectual Property and Use of Plans

Unless otherwise agreed in writing, Service Provider retains ownership of original design files, working documents, and intellectual property created prior to or outside the scope of this Agreement. Upon full payment, Service Provider grants Client a non-exclusive, non-transferable license to use the delivered 2D plans for the Project identified in this Agreement. Client shall not resell, redistribute or claim authorship of the Service Provider's original files without express written permission.

6. Limitation of Liability

Except for willful misconduct or gross negligence, Service Provider's total liability arising out of or in connection with this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement. In no event shall either Party be liable for any consequential, incidental, special or punitive damages.

7. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The Parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the Parties cannot resolve the dispute within thirty (30) days, the dispute shall be submitted to binding arbitration in the county where the Service Provider's principal place of business is located, unless the Parties agree otherwise in writing.

8. Entire Agreement; Amendments

This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

9. Representations and Warranties

Each Party represents and warrants that it has the full right and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that deliverables will materially conform to the specifications set forth in the Scope of Work for a period of thirty (30) days following delivery; remedy shall be limited to correction of nonconforming work at Provider's expense.

10. Notices

All notices under this Agreement shall be in writing and delivered to the addresses below or to such other address as either Party may designate by written notice. Notices shall be deemed given when delivered in person, by nationally recognized overnight courier, or by certified mail (return receipt requested).

Additional Provisions

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