Business Top View Layout

BUSINESS TOP VIEW LAYOUT AGREEMENT

This Business Top View Layout Agreement ("Agreement") is entered into by and between Client Name: with principal address at and Contractor Name: with principal address at .

RECITALS

WHEREAS, Client desires a professional top-down site layout illustrating the proposed arrangement of furnishings, fixtures, circulation, access points and ancillary elements for the business premises identified as Project Name: located at Project Address: ; and

WHEREAS, Contractor has the qualifications, experience and capability to produce a Business Top View Layout and associated documentation in accordance with the scope set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Deliverables shall include: plan view at Scale: ; Orientation (North arrow): ; Legend of symbols; Key dimensions for primary elements; Location of exits, ADA access, mechanical and electrical access points; and one (1) revision round included as set forth in Payment Terms.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Contractor as follows: Deposit amount: upon execution; Final payment upon delivery of final layout and acceptance. Payments not received within days of invoice are subject to a late fee of per month on the outstanding balance.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice no fewer than Notice Period (days): days to the other party. In the event of termination for convenience, Client shall pay Contractor for work performed and expenses reasonably incurred up to the effective date of termination.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination for cause does not relieve the non-breaching party of its right to pursue damages and equitable relief.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall limit disclosure to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in writing, Contractor retains ownership of all underlying design documents, methodologies and intellectual property developed prior to or outside the scope of this Agreement. Upon full payment, Contractor grants Client a non-exclusive, perpetual license to use the final top view layout deliverable for Client's business operations at the Project Address specified herein. Contractor may retain copies of final deliverables for archival and quality control purposes.

WARRANTIES AND LIMITATIONS

Contractor represents that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Governing State: , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

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. Notices shall be deemed given upon delivery by hand, upon confirmed receipt if sent by electronic mail, or three (3) business days after deposit with a nationally recognized overnight courier.

ADDITIONAL PROVISIONS

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions of this Agreement.

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