Business Transportation Study Template

BUSINESS TRANSPORTATION STUDY TEMPLATE

Parties and Project Identification

Client Name:

Consultant Name:

Project Title:

Project Location:

Recitals

WHEREAS, Client seeks a professional transportation study to evaluate existing transportation conditions, forecast future demand, and identify operational and capital recommendations to support business operations at the Project Location; and

WHEREAS, Consultant represents that it has the expertise, personnel, and resources to perform the transportation planning, traffic analysis, data collection, and reporting services described in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions upon which Consultant will perform the Business Transportation Study and Client will compensate Consultant for such services.

Scope of Work

Schedule and Milestones

Study Commencement Date:     Estimated Completion Date:

Payment Terms

Total Study Fee: $

Late Payment Fee: (applies to overdue invoices)

Consultant is authorized to invoice Client for reasonable, pre-approved out-of-pocket expenses (e.g., travel, data purchases). Detail reimbursable expense limits here:

Term and Termination

Agreement Start Date:     Agreement End Date:

Notice Period for Termination:

Confidentiality

Each Party acknowledges that in connection with this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means non-public business, technical, financial, and operational information disclosed in any form. The receiving Party shall: (a) hold Confidential Information in strict confidence and use it only to perform obligations under this Agreement; (b) restrict disclosure to employees, agents, or subcontractors with a need to know and subject to confidentiality obligations at least as protective as this clause; and (c) not disclose Confidential Information to any third party without prior written consent, except as required by law. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving Party, was known prior to disclosure, rightfully received from a third party without confidentiality obligations, or independently developed without use of the disclosing Party's Confidential Information.

Client and Consultant acknowledge and agree to the confidentiality obligations set forth above.

Intellectual Property and Use of Deliverables

Consultant grants Client a non-exclusive, perpetual license to use the final deliverables for Client's business operations related to the Project. Consultant retains ownership of underlying methodologies, models, and intellectual property developed prior to or outside the scope of this Agreement. If Client requires assignment of Consultant-owned intellectual property, such assignment must be expressly negotiated and documented in writing.

Indemnification and Limitation of Liability

Each Party shall indemnify and hold the other harmless from claims resulting from its negligent acts or willful misconduct in the performance of this Agreement. Consultant's total liability to Client for any claim arising from this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid to Consultant under this Agreement, except for liability arising from willful misconduct or gross negligence.

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 first attempt to resolve disputes through good-faith negotiations. If unresolved, disputes shall be resolved by binding arbitration in the county where the Client's principal place of business is located, unless the Parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, including all attachments and statements of work explicitly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Assumptions and Client Responsibilities

Acceptance

Upon receipt of final deliverables, Client shall have days to review and provide written acceptance or reasonable comments for revision. If no response is provided within the review period, deliverables shall be deemed accepted.

Signatures

Sign Now