Business CAD Facilitator

Business CAD Facilitator Agreement

This Business CAD Facilitator Agreement (the Agreement) is entered into as of by and between Client Name: with principal address: and Facilitator Name: with principal address: .

Recitals

WHEREAS, Client requires facilitation and coordination services related to computer-aided design ("CAD") deliverables, including but not limited to file management, version control, review coordination, vendor liaison, and technical workflow optimization; and

WHEREAS, Facilitator represents that it possesses the professional expertise, personnel, and systems necessary to provide such CAD facilitation services for the benefit of Client in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth in writing the terms and conditions under which Facilitator will perform the services and Client will compensate Facilitator.

Scope of Work

Facilitator shall provide CAD facilitation services as described below. Services shall include coordination of CAD file exchanges, maintenance of revision logs, facilitation of design review meetings, liaison with third-party vendors and fabricators, and reasonable technical assistance to implement Client's CAD standards.

Payment Terms

Client will pay Facilitator for services rendered in accordance with the fee schedule below. All fees are payable in United States dollars and are exclusive of taxes unless otherwise stated.

Invoices will be issued in accordance with the Payment Schedule. Unpaid amounts shall accrue the Late Fee above until paid. Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Facilitator to collect overdue amounts.

Term and Termination

This Agreement commences on and continues until , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience by providing the other party with written notice in accordance with the notice period specified above. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of ten (10) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party (Recipient) shall keep confidential and shall not disclose any proprietary or confidential information of the other party (Discloser) obtained in connection with this Agreement, except to the extent necessary to perform obligations under this Agreement or as required by law. Confidential information does not include information that: (a) is or becomes publicly known through no wrongful act of Recipient; (b) is already known to Recipient without restriction at the time of disclosure; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed by Recipient without use of Discloser's confidential information.

Upon termination or expiration of this Agreement, Recipient will return or destroy Discloser's confidential materials and certify such return or destruction upon request. Recipient may retain one archival copy of confidential information solely for legal or compliance purposes.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Client retains ownership of pre-existing intellectual property and all CAD design content provided to Facilitator. Facilitator grants Client a non-exclusive, royalty-free license to any Facilitator-developed tools, templates, or processes incorporated into deliverables solely to the extent necessary for Client's internal use of the deliverables. Any third-party software or components used by Facilitator remain subject to their respective licenses.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising from its breach of this Agreement, negligence, or willful misconduct. Neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Facilitator's aggregate liability for direct damages arising from or relating to this Agreement shall not exceed the total fees paid by Client to Facilitator under this Agreement in the six (6) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising from this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed at the beginning of this Agreement or to such other address as either party may designate by notice to the other. Notices are effective upon receipt.

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