Architectural Delivery Act Template

ARCHITECTURAL DELIVERY ACT TEMPLATE

This Architectural Delivery Act (the "Act") is made and entered into as of Effective Date: by and between Client Name: , with principal place of business at ("Client"), and Architect Name: , with principal place of business at ("Architect").

RECITALS

WHEREAS, Client desires to obtain certain architectural deliverables, drawings, models, specifications and related instruments of service in connection with the project described as Project Name: (the "Project");

WHEREAS, Architect is engaged in the business of providing architectural design, documentation and delivery services and represents that Architect has the experience, personnel and capability to produce and deliver the required Deliverables as defined below; and

WHEREAS, the parties wish to set forth their respective obligations, the form and timing of delivery of instruments of service, ownership and transfer of intellectual property rights upon delivery, acceptance criteria, and remedies in the event of defective or incomplete delivery.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Act, the following terms shall have the meanings set forth below:

"Deliverables" means the drawings, specifications, models, digital files, shop drawings, calculations and related documents specifically described in the Schedule of Deliverables and any subsequently approved Change Order.

"Acceptance" means the written acceptance by Client in accordance with Section 4 following inspection and completion of any punch list items identified during the Inspection Period.

2. SCOPE OF DELIVERY

Architect shall deliver the Deliverables described in the Schedule of Deliverables to Client in the formats specified therein. Architect warrants that the Deliverables supplied under this Act shall conform materially to the requirements of the Schedule of Deliverables and the accepted professional standards for architectural services in the jurisdiction of the Project.

3. DELIVERY SCHEDULE; MILESTONES

Architect shall deliver the Deliverables according to the milestones set forth below. Time is of the essence with respect to delivery dates.

Due Date:

Due Date:

4. ACCEPTANCE; INSPECTION

Upon delivery of each Deliverable, Client shall have an Inspection Period of days to inspect the Deliverable and either provide written Acceptance or identify defects in writing. If Client does not provide written notice of rejection within the Inspection Period, the Deliverable shall be deemed accepted.

If the Deliverable is rejected, Architect shall, at Architect's expense, correct or replace the Deliverable within a reasonable period and resubmit for re-inspection. Client's acceptance shall not relieve Architect of liability for defects discovered after Acceptance that arise from Architect's failure to exercise reasonable professional skill and care.

5. TRANSFER OF OWNERSHIP; INTELLECTUAL PROPERTY

Subject to full payment of all amounts due under Section 6, Architect assigns to Client all right, title and interest in the Deliverables to the extent necessary for Client to use, reproduce and modify the Deliverables for the Project. Architect retains the right to use general knowledge, skills and experience embodied in the Deliverables subject to Client confidentiality obligations.

Architect warrants that it has the authority to grant the rights granted herein and that the Deliverables do not infringe third-party intellectual property rights. Architect shall, at Architect's expense, defend, indemnify and hold harmless Client from and against any claim alleging infringement of a third party's intellectual property rights arising from Architect's Deliverables.

6. FEES; PAYMENT

As consideration for the Deliverables and services rendered under this Act, Client shall pay Architect the sum set forth below and according to the payment schedule. Payment obligations are absolute and not contingent on third-party funding unless otherwise stated in writing.

7. CHANGE ORDERS

Any changes to the scope of the Deliverables or schedule shall be effected only by a written Change Order signed by both parties describing the change, any adjustment to the fee, and any adjustment to the delivery schedule. Architect shall not be required to perform work outside the scope without an executed Change Order.

8. WARRANTIES; STANDARD OF CARE

Architect warrants that the Deliverables will be prepared in a manner consistent with the level of care and skill ordinarily exercised by members of the architectural profession practicing under similar conditions at the same time and in the same locality. Architect's sole obligation for breach of this warranty shall be to correct nonconforming Deliverables at Architect's expense as provided in Section 4.

9. INDEMNIFICATION

Architect shall indemnify, defend and hold harmless Client, its officers, directors and agents from and against all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Architect's negligent acts, errors or omissions in the preparation or delivery of the Deliverables, except to the extent caused by Client's negligence or willful misconduct.

10. INSURANCE

Architect shall maintain, at Architect's expense, professional liability insurance, general liability insurance and such other coverages as reasonably required by Client. Upon request, Architect shall furnish certificates evidencing such insurance coverage to Client.

11. CONFIDENTIALITY

Each party shall maintain in confidence all proprietary or confidential information disclosed by the other party in connection with this Act and shall not disclose such information except as required by law or with the prior written consent of the disclosing party. Confidential information does not include information that is or becomes generally available to the public other than by breach of this Section.

12. NOTICES

All notices required or permitted under this Act shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested) or nationally recognized courier service, and shall be effective upon receipt.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Act may be amended only by a written agreement signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Act may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Act shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

This Act constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral. If any provision of this Act is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. REMEDIES; LIMITATION OF LIABILITY

The parties' rights and remedies under this Act are cumulative and in addition to any other rights and remedies available at law or in equity. Except to the extent arising from Architect's gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

Notwithstanding the foregoing, Architect's aggregate liability under this Act arising from or related to the Deliverables shall not exceed the total fees paid to Architect under this Act.

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