Business Project Final Plans

BUSINESS PROJECT FINAL PLANS

This Business Project Final Plans document (the "Final Plans") is entered into between the parties identified below and sets forth the final design deliverables, approvals, payment obligations, and legal terms governing completion and acceptance of the project.

Parties and Project Identification

Client Name:

Contractor Name:

Recitals

WHEREAS, Client has engaged Contractor to prepare final plans, specifications, and ancillary documents necessary for the completion of the Project identified above; and

WHEREAS, Contractor has completed or will complete the preparation of the Final Plans in accordance with the scope and schedule set forth in this document and any applicable attachments, and the parties wish to document final deliverables, acceptance criteria, payment, and other terms.

WHEREAS, the Final Plans shall serve as the definitive set of documents for permitting, bidding, and construction unless otherwise amended in writing and signed by both parties.

Scope of Work

Contractor shall deliver the final design documents described below and shall perform all services necessary to prepare final plans that are complete, coordinated, and suitable for the intended use. Final deliverables will include drawings, specifications, calculations, and listed attachments. The parties acknowledge that all deliverables must conform to applicable codes and industry standards.

Attachments and Deliverable List

The final package shall include the following items. Check each item included and provide file identifier or sheet count where applicable.

Final Drawings (architectural/engineering) — Sheets:

Specifications — Identifier:

Calculations and Reports — Reference:

Permit Set / Permit Applications included

Acceptance Criteria and Approval

Client shall review the Final Plans within the review period specified below. Acceptance constitutes written confirmation that the Final Plans conform to the Scope of Work and the standards set forth in this document. Acceptance shall not be unreasonably withheld.

Payment Terms

In consideration for the services and deliverables described herein, Client shall pay Contractor in accordance with the schedule below. All payments are due in United States dollars unless otherwise agreed in writing.

Late payment shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, beginning thirty (30) days after the invoice due date. Client shall be responsible for all collection costs, including reasonable attorney fees, for overdue balances.

Term and Termination

This Final Plans agreement commences on the Start Date and remains in effect until the End Date unless earlier terminated in accordance with the provisions below.

Either party may terminate for material breach if the breaching party fails to cure the breach within the notice period above following written notice. Termination shall not relieve Client of the obligation to pay for services performed and reasonable close-out costs incurred through the effective date of termination.

Confidentiality

Each party agrees to hold in confidence and not disclose Confidential Information of the other party except as necessary to perform obligations under this agreement or as required by law. Confidential Information means non-public business, technical or financial information identified as confidential or that a reasonable person would understand to be confidential. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets, which shall remain protected for as long as applicable law affords protection.

Representations and Warranties

Contractor represents that the Final Plans will be prepared in a professional manner consistent with industry standards and in compliance with applicable codes and regulations in effect as of the date of preparation. Client represents that it has authority to engage Contractor and to provide access to premises and information necessary for performance.

Indemnity and Limitation of Liability

Each party shall indemnify the other from third-party claims arising from its negligent acts or omissions. Contractor's liability for claims arising from this agreement shall be limited to direct damages and shall not exceed the total amount paid by Client for the Final Plans, except in cases of willful misconduct or gross negligence.

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. Venue for any dispute shall be the courts located in the county where the Client maintains its principal place of business.

Entire Agreement and Amendments

This document, together with any listed attachments and executed change orders, constitutes the entire agreement between the parties with respect to the Final Plans and supersedes all prior understandings and agreements. Any amendment or modification must be made in writing and signed by authorized representatives of both parties.

Dispute Resolution

The parties agree to attempt in good faith to resolve any dispute arising out of this agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, either party may pursue legal remedies in accordance with the Governing Law provision.

Notices

Notices required or permitted under this agreement shall be in writing and delivered to the addresses below by hand, certified mail, or commercial courier, and shall be effective upon receipt.

Certification

Each party represents and warrants that the person executing this document on its behalf is duly authorized to bind the party, and that all information provided in connection with the Final Plans is true and complete to the best of its knowledge. Execution below constitutes agreement to the terms set forth herein.

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