Business DWG Document

BUSINESS DWG DOCUMENT

This Business DWG Document (the Agreement) is made effective as of between Client Name: having principal address

and Service Provider Name: having principal address

Recitals

WHEREAS, Client desires the preparation, delivery and licensing of DWG-format business drawings and related deliverables described in this Agreement for the project known as ; and

WHEREAS, Service Provider has the experience, technical capability and resources to prepare such DWG files, CAD documentation, and ancillary materials in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services and deliverables to be provided by Service Provider.

1. Scope of Work

Service Provider shall perform the services and deliverables as described below. The Scope of Work shall include preparation, revision, and delivery of DWG files consistent with the specifications agreed by the parties. Services not expressly included below are considered out-of-scope and require written change order.

2. Payment Terms

Client agrees to pay Service Provider the fees set forth below in consideration for the services and deliverables described in the Scope of Work. All amounts are in the agreed currency and exclusive of applicable taxes unless otherwise stated.

All payments shall be made in cleared funds to the account designated by Service Provider. Client shall be responsible for any collection costs, including reasonable attorneys' fees, incurred to enforce payment obligations.

3. Term and Termination

This Agreement commences on and continues until unless earlier terminated under this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period specified above following written notice. Either party may also terminate for convenience upon written notice in accordance with the notice period; Client shall pay for all work performed and deliverables provided through the effective termination date.

4. Confidentiality

"Confidential Information" means non-public information disclosed by either party relating to business plans, technical designs, drawings (including DWG files), pricing, customer lists, or other information reasonably understood to be confidential. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use it only to perform obligations under this Agreement; and (c) not disclose it to third parties except to employees, subcontractors or advisors who need access to perform this Agreement and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; or (iii) is rightfully obtained by the receiving party from a third party without restriction. If compelled by law to disclose Confidential Information, the receiving party shall provide prompt written notice and cooperate to seek protective measures.

5. Intellectual Property; Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use the delivered DWG files and associated documentation for the project and for Client's internal business purposes. Service Provider retains ownership of underlying tooling, methods, templates, and intellectual property not specifically identified as a deliverable. Any third-party software or components incorporated into deliverables shall be subject to their respective licenses.

6. Representations; Indemnity; Limitation of Liability

Each party represents that it has authority to enter this Agreement. Service Provider represents that deliverables will materially conform to the Scope of Work. Client agrees to indemnify and hold Service Provider harmless from third-party claims arising from Client's misuse of the deliverables or modification of delivered DWG files by parties other than Service Provider. Except for willful misconduct or gross negligence, neither party's aggregate liability shall exceed the total fees paid under this Agreement in the twelve months preceding the claim.

7. 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.

8. Entire Agreement; Amendments

This Agreement, including any attachments and written change orders executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions and agreements. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

9. Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets. If any provision is held invalid, the remaining provisions shall remain in full force. Notices shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

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