Business CAD Document

BUSINESS CAD DOCUMENT

This Business CAD Document (the Agreement) is entered into effective as of by and between:

RECITALS

WHEREAS, Client Name: is seeking professional computer-aided design services for business purposes; and

WHEREAS, Service Provider Name: has the expertise, personnel, and facilities to perform CAD design, drafting, and related deliverables as described herein; and

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

The Service Provider shall perform professional CAD services as set forth below. Services include, but are not limited to, creation, revision, and delivery of CAD drawings, layers, and associated documentation in accordance with Client specifications.

Deliverable file formats (select applicable):
DWG   DXF   PDF   STEP   Other (specify below)

REVISIONS AND CHANGE ORDERS

Client is entitled to rounds of revisions included in the Fee. Additional revisions or changes to the Scope of Work shall require a written change order signed by both parties and may incur additional fees.

PAYMENT TERMS

Total Fee (USD):

Payment Schedule:

Late Payment: Late payments shall accrue interest at on overdue balances, and Client shall be responsible for any costs of collection, including reasonable attorneys' fees.

Expenses: Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in connection with performance, provided such expenses are itemized and supported by receipts.

TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice of such breach.

Upon termination, Client shall pay Provider for work performed and expenses incurred through the effective date of termination. Provider shall deliver work product paid for up to the termination date.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, or other information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential. Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is known to the receiving party prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without reference to Confidential Information.

INTELLECTUAL PROPERTY

Ownership: Except for pre-existing Provider materials and tools, ownership of final CAD deliverables created specifically for Client under this Agreement shall transfer to Client upon full payment of all Fees. Provider retains ownership of its pre-existing CAD libraries, templates, methodologies, and software ("Provider Tools"), and grants Client a non-exclusive, non-transferable license to use Provider Tools only as incorporated in the delivered final deliverables.

Moral Rights: To the extent permitted by law, Provider hereby waives and agrees not to assert any moral rights in the deliverables.

WARRANTIES, INDEMNITY, AND LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Indemnity: Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. Any disputes shall be resolved in the state or federal courts located in that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices required under this Agreement shall be given in writing to the addresses listed above or to such other address as a party may designate by written notice and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the mail, postage prepaid.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment, agency, joint venture, or franchise relationship between the parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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