CAD File Release Document

CAD File Release Document

This CAD File Release Document (the Agreement) is entered into effective as of , by and between:

WHEREAS

WHEREAS, Provider has created certain computer-aided design files and related deliverables consisting of drawings, models, and associated data necessary for the Client's project identified as (the Project); and

WHEREAS, Client desires to obtain delivery and specified rights to certain CAD files for use in connection with the Project and Provider is willing to deliver such files subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Common file formats delivered (check all that apply):

DWG    DXF    STEP

IGES    STL    Other:

License, Ownership and Release

Provider hereby delivers the CAD files described above and grants to Client the following rights (select applicable box):

Assignment of all right, title and interest in the delivered CAD files, including copyright (to the extent assignable), subject to full payment and executed instruments of transfer as may be required.

Non-exclusive, perpetual, worldwide license to use, reproduce, modify, and distribute the delivered CAD files for the Project and related maintenance, unless otherwise restricted below.

If Assignment is selected, Provider represents that it has the right to assign such rights and will execute any documents reasonably necessary to effectuate the transfer. If License is selected, Provider retains ownership of proprietary source data and reserves rights to reuse portions of the CAD content in other projects, provided such reuse does not contain Client-identifiable confidential information.

Payment Terms

All amounts are payable in lawful currency. Client's obligation to pay is not contingent on Provider's warranty of fitness for a particular purpose except as expressly set forth in this Agreement.

Term and Termination

Term Commencement Date: .

Term Expiration Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination does not relieve Client of the obligation to pay for work performed through the effective date of termination.

Confidentiality

Each party shall maintain in confidence all proprietary information disclosed by the other party, including but not limited to CAD files, design notes, specifications, and other technical data. Confidential information shall remain confidential for a period of from disclosure unless otherwise agreed in writing. Confidentiality obligations do not apply to information that is publicly known through no breach by the receiving party or that is required to be disclosed by law.

Warranties; Limitation of Liability; Indemnity

Provider warrants that it has the right to deliver the CAD files and to grant the rights selected in this Agreement. EXCEPT FOR THE FOREGOING, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL PROVIDER BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE CAD FILES.

Client shall indemnify and hold Provider harmless from and against any claims, damages, liabilities, costs and expenses arising out of Client's unauthorized use, modification, or distribution of the CAD files beyond the scope of rights granted herein.

Delivery and Acceptance

Absent written notice of defects within the Acceptance Period, Client's acceptance of delivered CAD files shall be deemed final and payment obligations shall become due as specified in Payment Terms.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the parties:

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the notice contact information provided above.

Certification

By signing below, each signatory represents and warrants that they are duly authorized to enter into this Agreement on behalf of the party for whom they sign, and that the information provided in this document is true and accurate to the best of their knowledge.

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