Architectural Design Document

ARCHITECTURAL DESIGN DOCUMENT

Project Identification

Project Name:

Project Address:

Parties

Recitals

WHEREAS, Client Name: owns or has the legal authority over the Project located at the Project Address: ; and

WHEREAS, Architect Name: is duly licensed to perform architectural services and has represented that Architect will provide professional design services for the Project under the terms set forth in this Architectural Design Document.

Scope of Work

The Architect shall perform the architectural design services described below. The Architect shall exercise the degree of professional care, skill and diligence customarily provided by licensed architects performing similar services in the jurisdiction where the Project is located.

Deliverables and Schedule

Architect shall deliver the following items and milestones in accordance with the schedule below. Any change to the schedule must be approved in writing by both parties.

Payment Terms

Compensation for the Architect's services shall be as follows. All fees are due in U.S. dollars unless otherwise agreed in writing.

Invoices are due within the payment terms specified above. Unpaid amounts shall accrue interest at the rate specified as the Late Payment Fee and Architect may suspend services for nonpayment after five (5) business days' written notice.

Changes, Additional Services, and Extra Work

Any services not expressly set forth in the Scope of Work are considered Additional Services. Architect shall notify Client in writing of the need for Additional Services and an estimate of fees. Architect shall not proceed with Additional Services without Client's written authorization. Fees for Additional Services shall be billed in accordance with the agreed hourly rates or a separate written fee amendment.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the completion of the services described in the Scope of Work, unless earlier terminated as provided herein.

Effective Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least prior to the effective date of termination. In the event of termination, Client shall pay Architect for all services rendered to the date of termination, including reimbursable expenses and reasonable close-out costs.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive confidential or proprietary information of the other party. Except as required for performance, by law, or with prior written consent, each party shall keep confidential and shall not disclose such information to third parties. Confidential information does not include information that is or becomes public through no fault of the receiving party, is already in the receiving party's possession, or is independently developed.

Intellectual Property and Use of Documents

Upon full payment of amounts due under this Agreement, Architect grants Client a non-exclusive, royalty-free license to use the design documents for construction of the Project. Architect retains the copyright to all design documents and may use project examples for its promotional purposes, provided no confidential information is disclosed. Reuse of documents by Client or third parties without Architect's written consent shall be at Client's sole risk and Client agrees to indemnify Architect for claims arising from such reuse.

Insurance, Indemnity, and Liability

Architect shall maintain professional liability insurance and general liability insurance in amounts customary for projects of similar scope. Each party shall indemnify and hold harmless the other from third-party claims arising from that party's negligence or willful misconduct. Architect's total liability for claims arising out of or related to this Agreement shall be limited to the total compensation paid to Architect under this Agreement, except for liability resulting from willful misconduct or gross negligence.

Dispute Resolution

The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation between senior representatives. If unresolved, disputes shall be submitted to mediation, and if still unresolved, to binding arbitration in accordance with the parties' agreement. The prevailing party in any arbitration or lawsuit shall be entitled to recover reasonable attorney's fees and costs.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction where the Project is located, without regard to conflict of law principles.

Entire Agreement

This Architectural Design Document, including any exhibits, attachments, and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Acknowledgements

The persons signing below represent and warrant that they are authorized to bind the respective party, that they have read and understand the terms of this Agreement, and that they accept its terms on behalf of the party they represent.

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