CAD Application

CAD APPLICATION AND SERVICES AGREEMENT

Applicant Name:     Provider Name:

Applicant Contact:     Provider Contact:

RECITALS

WHEREAS, Applicant desires to procure computer-aided design deliverables and related professional CAD services for the project identified as Project Title: ; and

WHEREAS, Provider represents that it has the professional capability, personnel, software, and equipment necessary to perform the CAD services described in this Agreement as of Effective Date: ; and

WHEREAS, the parties wish to set forth their mutual obligations, deliverables, compensation, and other terms in a legally binding document.

PROJECT INFORMATION

SCOPE OF WORK

The Provider shall perform the CAD services described below in accordance with industry standards and the specific instructions provided by the Applicant. The scope shall include creation, revision, and delivery of CAD files, coordination with other design/disciplines as specified, and timely submission of deliverables.

TECHNICAL REQUIREMENTS & DELIVERABLES

Deliverables, file formats, and technical standards to be provided by Provider:

DWG    DXF    RVT (Revit)    STEP    PDF    Other:

PAYMENT TERMS

Total Fee: .

Invoices are due within days of invoice date. Late payments shall accrue interest at % per month (or the maximum permitted by law), plus reasonable collection costs.

All fees are exclusive of taxes; Applicant is responsible for any sales, use, value-added, or other similar taxes unless Applicant provides an appropriate exemption certificate in writing prior to invoicing.

TERM AND TERMINATION

Term Commencement Date: .    Anticipated Completion Date: .

Either party may terminate this Agreement for cause upon material breach not cured within days after written notice. Either party may terminate for convenience upon days' prior written notice. Upon termination, Applicant shall pay Provider for all work performed and deliverables completed through the effective date of termination, together with any non-cancellable commitments made by Provider in connection with this Agreement.

CONFIDENTIALITY

Each party agrees to maintain in confidence all technical, financial, and business information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, already in the receiving party's possession, independently developed by the receiving party, or rightfully obtained from a third party without breach of any obligation of confidentiality. The receiving party shall use Confidential Information only for performance under this Agreement and shall not disclose it to third parties except to those employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section.

INTELLECTUAL PROPERTY & LICENSE

By default, Provider retains ownership of Provider's original drawings, source files, toolsets, templates, and proprietary software (collectively, "Provider IP"). Provider grants Applicant a nonexclusive, nontransferable license to use delivered CAD files for the specific project identified above and for Applicant's internal use only, subject to payment in full.

Transfer of ownership of deliverable source CAD files may be requested and will require a written agreement of additional consideration. Transfer requested: Yes

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Provider warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Except as expressly set forth herein, Provider disclaims all other warranties, express or implied. In no event shall either party be liable for incidental, consequential, special, or punitive damages. Provider's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid by Applicant to Provider under this Agreement for the applicable project.

Applicant shall indemnify, defend, and hold harmless Provider from and against any third-party claims arising from Applicant-provided materials, misuse of deliverables, or modifications made by parties other than Provider.

APPLICANT CERTIFICATIONS

Applicant certifies that Applicant has the authority to request the CAD work described in this Application and that any information, materials, documents, or design criteria supplied to Provider are accurate and do not infringe upon the rights of any third party. Applicant further certifies that all permits, approvals, and rights-of-entry required for the provision of services have been or will be obtained in a timely manner.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties. The parties agree that venue for any dispute shall lie in the courts of the state chosen by the parties unless otherwise agreed in writing.

This Agreement, including any exhibits or attachments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, and communications, whether oral or written. No modification shall be binding unless in writing and signed by both parties.

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