AEC Contract Agreement

AEC CONTRACT AGREEMENT

This AEC Contract Agreement ("Agreement") is made and entered into as of by and between Client Name: with principal place of business at and Contractor Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to retain Contractor to provide architecture, engineering, and construction management services in connection with the project identified as Project Name: located at ("Project"); and

WHEREAS, Contractor represents that it has the professional qualifications, experience and capability to perform the services described herein and will perform such services in a professional and workmanlike manner in accordance with prevailing industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will perform services and Client will compensate Contractor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. DEFINITIONS

1.1 "Basic Services" means the architecture, engineering, design and contract administration services described in Section 2 and Exhibit A (Scope of Work). 1.2 "Change Order" means a written amendment to the Scope of Work signed by both parties. 1.3 "Deliverables" means all drawings, specifications, reports, calculations and other documents prepared by Contractor and delivered to Client under this Agreement.

2. SCOPE OF WORK

2.1 Contractor shall perform Basic Services for the Project as described in Exhibit A: Scope of Work. Contractor shall provide qualified personnel, prepare Deliverables, attend project meetings, and coordinate with Client, authorities having jurisdiction, and other contractors as necessary to perform the Basic Services.

3. TERM; SCHEDULE

3.1 The term of this Agreement shall commence on the Effective Date and continue until completion of the Basic Services, unless earlier terminated in accordance with Section 12. 3.2 Anticipated Start Date: Completion Date: . Time is of the essence for any milestone dates set forth in Exhibit A.

4. COMPENSATION

4.1 Client shall pay Contractor for Basic Services a total contract sum of (the "Contract Sum"), subject to additions and deductions for Change Orders consistent with Section 6.

5. PAYMENT TERMS

5.1 Invoices shall be submitted by Contractor in accordance with the Billing and Payment Schedule. Client shall make payment of undisputed amounts within days of receipt of invoice. Late payments shall bear interest at the lesser of 1.5% per month or the maximum lawful rate.

6. CHANGES; EXTRA WORK

6.1 Any change in the Scope of Work shall be made only by a written Change Order signed by both parties setting forth the change, adjustments to the Contract Sum and schedule, and any other affected terms. Contractor shall not perform extra work without an executed Change Order, except to the extent necessary to avoid delay or imminent damage to the Project.

7. SUBCONTRACTORS

7.1 Contractor may engage subcontractors to perform portions of the services. Contractor shall be responsible for the performance of its subcontractors and shall require that subcontractors adhere to the obligations applicable to Contractor under this Agreement. Contractor shall disclose to Client the identity of any proposed major subcontractor upon request.

8. INSURANCE; INDEMNITY

8.1 Contractor shall maintain insurance customary for the industry, including commercial general liability, professional liability/errors & omissions, and workers' compensation, with limits sufficient to cover Contractor's obligations under this Agreement. Upon request, Contractor shall provide certificates of insurance evidencing coverage. 8.2 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against claims, liabilities, losses and expenses arising out of Contractor's negligent performance or willful misconduct in the performance of Basic Services; provided that Contractor's indemnity obligations shall be limited to the extent any such losses are caused by Client's negligence or breach of this Agreement.

9. WARRANTIES

9.1 Contractor warrants that the services will be performed in a professional manner consistent with prevailing industry standards. Contractor makes no other express warranties. To the extent permitted by law, Contractor's liability for breach of warranty shall be limited to re-performance of deficient services or, if re-performance is not commercially practical, to repayment of fees paid for the deficient services.

10. CONFIDENTIALITY

10.1 Each party shall keep confidential all non-public information disclosed by the other party in connection with the Project and shall not use such information except as necessary to perform its obligations under this Agreement. Confidential information shall not include information that is or becomes generally available to the public other than through a breach of this Section.

11. INTELLECTUAL PROPERTY

11.1 All drawings, specifications and other Deliverables prepared by Contractor are instruments of service. Contractor grants Client a non-exclusive license to use the Deliverables for the Project. Any reuse or modification of the Deliverables by Client for other projects shall be at Client's risk and require Contractor's prior written consent; Contractor shall have no liability for such reuse or modification.

12. TERMINATION

12.1 Either party may terminate this Agreement for cause upon written notice to the other if the other party materially breaches and fails to cure such breach within thirty (30) days after receipt of written notice. 12.2 Upon termination for any reason, Client shall pay Contractor for services performed and expenses incurred to the date of termination, together with reasonable costs of demobilization.

13. FORCE MAJEURE

13.1 Neither party shall be liable for delay or failure to perform to the extent such delay or failure is caused by events beyond its reasonable control, including acts of God, strikes, epidemics, acts of government, or supply chain disruptions. The affected party shall give prompt written notice and shall use reasonable efforts to mitigate the effect of such event.

14. DISPUTE RESOLUTION

14.1 The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation between senior representatives. If the dispute cannot be resolved within thirty (30) days, the dispute shall be submitted to binding arbitration administered by a recognized arbitration authority in accordance with its commercial arbitration rules. The arbitrator's decision shall be final and binding and may be entered in any court of competent jurisdiction.

15. COMPLIANCE WITH LAWS; SAFETY

15.1 Contractor shall comply with all applicable laws, codes, regulations and permit requirements in performing the services. Contractor shall be responsible for maintaining safe practices and shall notify Client of any conditions that could endanger persons or property.

16. RECORDS; AUDIT

16.1 Contractor shall maintain complete and accurate records of costs, time and expenses incurred in performing the services. Client shall have the right to inspect and audit such records upon reasonable notice during normal business hours for a period of three (3) years following final payment.

17. NOTICES

17.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice pursuant to this Section.

18. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

18.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties: State of Governing Law:

18.2 Entire Agreement. This Agreement, including Exhibit A and any executed Change Orders, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral, relating to the subject matter hereof.

18.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be interpreted to carry out the parties' intent to the maximum extent permitted by law.

19. AMENDMENTS; WAIVER; COUNTERPARTS

19.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. 19.2 Waiver. No waiver of any breach shall be effective unless in writing and signed by the waiving party. 19.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

20. MISCELLANEOUS

20.1 Independent Contractor. Contractor is an independent contractor and nothing in this Agreement shall create an employment, agency or joint venture relationship. 20.2 Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Contractor may assign to a successor entity in connection with a sale of substantially all of its assets or equity.

SIGNATURES

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