Client Project Drawings

CLIENT PROJECT DRAWINGS

Parties and Project Identification

Effective Date:    Project Title:

WHEREAS

WHEREAS, Client requires project drawings, plans, and related technical graphic deliverables for the Project Title identified above (the "Drawings"); and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to prepare, furnish and revise the Drawings in accordance with the scope set forth below; and

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

Scope of Work

Service Provider shall prepare and deliver Drawings described in this section. Deliverables shall conform to industry standards and the specifications provided by Client. Deliverables shall include CAD files, PDF prints, and any required notes or schedules.

Payment Terms

In consideration of the services and Deliverables, Client shall pay Service Provider as set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Deposit required:    Deposit amount:

Late payment charge: Interest shall accrue on past-due amounts at the lesser of % per month or the maximum lawful rate. Client shall also be responsible for reasonable collection costs.

Term and Termination

Term begins on:    Term ends on:

Either party may terminate this Agreement for material breach after providing written notice and a cure period of days. Upon termination, Client shall pay Service Provider for all work performed and Deliverables delivered through the effective date of termination.

Confidentiality

Each party shall treat as confidential all non-public information disclosed in connection with this Agreement, including but not limited to drawings, specifications, budgets, pricing and technical data ("Confidential Information"). Confidential Information shall not include information that is or becomes public through no fault of the receiving party, already in the receiving party's possession without restriction, or rightfully received from a third party without breach of an obligation of confidentiality.

The receiving party shall not disclose Confidential Information to any third party except to its employees, contractors or professional advisors with a need to know and who are bound to protect such information. Upon written request or termination, the receiving party shall return or securely destroy Confidential Information, except that Service Provider may retain archival copies as required by law or for the defense of claims, provided such retained copies remain subject to confidentiality obligations.

Drawings returned upon termination:    Retention period for archival copies:

Ownership, License and Use of Drawings

Subject to full payment of all fees and expenses due under this Agreement, copyright and ownership of final Deliverables (the Drawings) prepared specifically for Client shall vest in Client. Service Provider retains the right to use non-confidential general knowledge, skills and techniques acquired during performance. Service Provider may retain reproducible archival copies of the Drawings for its records but shall not use Client-specific confidential information or unique project-identifying materials without Client's prior written consent.

If Client permits use of Drawings by third parties (such as contractors), Client shall ensure such third parties use the Drawings in a manner consistent with the standards and limitations set forth in this Agreement. Any use of incomplete Deliverables or use outside the intended purpose shall be at Client's risk.

Revisions, Approvals and Schedule

Service Provider will provide up to revisions to the Drawings as part of the agreed fee. Revisions beyond this number shall be billed at Service Provider's hourly rate as set forth in the payment schedule. Standard review response time is days from Client's written request for revision.

Warranties, Indemnity and Liability

Service Provider warrants that the Drawings will be prepared in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify, defend and hold harmless the other party from claims, liabilities, losses and expenses arising from its negligent acts or willful misconduct in connection with this Agreement. Neither party shall be liable to the other for consequential, incidental or punitive damages except for liability arising from willful misconduct or gross negligence.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. The parties agree that venue for any dispute shall be the appropriate state or federal court located in that jurisdiction.

Entire Agreement and Amendments

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

Miscellaneous Provisions

If any provision of this Agreement is held 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 to a successor in interest in connection with a merger or sale of substantially all of a party's assets.

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