Cabinetry Design Layouts

CABINETRY DESIGN LAYOUTS

This Cabinetry Design Agreement (the Agreement) is entered into as of by and between Client Name: and Designer Name: .

WHEREAS

WHEREAS, Client desires to obtain professional cabinetry design layouts, drawings, specifications and related services for the Project located at:

WHEREAS, Designer represents that it has the skill, experience and licensed personnel necessary to provide cabinetry design services and deliverables in accordance with industry standards; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms, confidentiality obligations and other provisions governing their relationship with respect to the cabinetry design layouts.

SCOPE OF WORK

Design Reference Number:    Number of design revisions included:

DELIVERABLES

The Designer will provide the following deliverables as part of the Scope of Work (check all that apply):

Plan views (floor plans)    Elevation drawings    Isometric / 3D views    Material and finish specifications

Additional deliverables and notes:

PAYMENT TERMS

Late Fee: If any invoice is not paid within days of the due date, Client will pay a late fee of % per month on the outstanding balance, or the maximum allowed by law, whichever is less.

All fees are exclusive of taxes. Client shall pay any applicable sales, use, value-added or other taxes attributable to the services.

CHANGE ORDERS

Any changes to the Scope of Work requested by Client shall be documented in a written change order specifying the change, any adjustments to fees, and any change to the delivery schedule. Designer shall not proceed with work reflected in a change order until Client has executed the change order and paid any required fee or deposit for the change.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to termination. Either party may terminate for material breach if the other party fails to cure the breach within fifteen (15) days after receiving written notice of such breach.

Upon termination, Designer shall deliver to Client all completed deliverables and shall be entitled to payment for all services performed and reimbursable expenses incurred through the effective date of termination, subject to setoff for damages resulting from breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other, including but not limited to drawings, specifications, proprietary methods, pricing, manufacturers, material selections, and project measurements. Each party shall:

(a) hold the other party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to third parties except to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein; and (c) use the Confidential Information solely for the performance of this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided that the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

The obligations under this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets which shall remain confidential to the extent permitted by law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and executed change orders, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless made in writing and executed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Designer may assign to a successor entity in connection with a merger or sale of substantially all of its assets.

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