Business Services Sightplan

Business Services Sightplan

This Business Services Sightplan Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

Recitals

WHEREAS, Client requires professional business services to prepare, review and deliver a Sightplan consisting of site layout, visibility analysis, signage placement, and associated deliverables as described in this Agreement; and

WHEREAS, Service Provider possesses the expertise, personnel and resources to perform the scope of services set forth below and agrees to provide such services to Client under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

Scope of Work

Site survey and existing conditions    Concept sightplan    Final Sightplan drawings

Visibility and line-of-sight analysis    Permitting and regulatory support    Revision rounds included:

Payment Terms

Total Fee:   Currency:

Invoices issued by Service Provider are payable within days of receipt. Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law), calculated monthly on the outstanding balance.

Term and Termination

Term Commencement: ; Expected Completion: .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for cause upon material breach by the other party if such breach remains uncured for a period of 15 days following written notice of the breach.

Upon termination, Service Provider shall deliver work in progress and Client shall pay for all services performed and costs incurred through the date of termination, including any non-cancellable commitments.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, including but not limited to business plans, designs, technical data, pricing and client lists. Confidential Information does not include information that (a) is or becomes publicly available other than by breach of this Agreement, (b) was lawfully known to the receiving party prior to disclosure, or (c) is rightfully received from a third party without restriction.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to any third party except to employees or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein, and (iii) use Confidential Information solely to perform its obligations under this Agreement. The obligations set forth herein shall remain for a period of years following termination or expiration of this Agreement.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use the delivered Sightplan materials for Client's internal business purposes. Service Provider retains ownership of underlying methodologies, templates and intellectual property developed prior to or outside the scope of this Agreement. If transfer of ownership of specific deliverables is required, parties will document such transfer and any associated fees in writing.

Warranties; Limitation of Liability; Indemnity

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES. TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT FOR THE APPLICABLE SCOPE OF WORK.

Each party shall indemnify and hold harmless the other party from claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, provided that the indemnified party gives prompt written notice and reasonable cooperation in the defense of any claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to pursuing formal remedies.

Miscellaneous

Entire Agreement: This Agreement, including any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and understandings. Any amendment must be in writing and signed by both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

Acceptance and Project Contacts

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