Construction CAD Agreement

CONSTRUCTION CAD AGREEMENT

This Construction CAD Agreement (the "Agreement") is made as of Effective Date: by and between Client Name: with Address: and Contractor Name: with Address: .

RECITALS

WHEREAS, the Client is engaged in the development, design or construction of the project described as: (the "Project"); and

WHEREAS, the Contractor provides computer-aided design and drafting (CAD) services, including production of CAD deliverables, drafting coordination and file preparation for construction; and

WHEREAS, the Client desires to engage the Contractor to perform CAD services for the Project and the Contractor agrees to provide those services on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the CAD services to be performed by Contractor as described in Section 2 and in the Project Schedule. 1.2 "Deliverables" means the CAD drawings, files, and associated documentation prepared by Contractor and delivered to Client. 1.3 "CAD Files" means native electronic drawing files, including but not limited to .dwg, .dxf, .rvt, or other formats agreed in writing. 1.4 "Client Materials" means all information, drawings, specifications, and data provided by Client to Contractor.

2. SCOPE OF SERVICES

2.1 Contractor shall provide Services consisting of preparation, drafting, editing and coordination of CAD Files to conform to the Project requirements and industry standards. Services shall include layer naming, annotation, dimensioning, and generation of plan, elevation and detail drawings as applicable.

2.2 Deliverable formats shall be: and any additional formats mutually agreed in writing.

3. FEES AND PAYMENT

3.1 Client shall pay Contractor the fees set forth below for Services: Total Fee: .

3.2 Billing and Payment Terms: Contractor will invoice Client in accordance with the milestones in the Project Schedule. Payment is due within days of invoice receipt. Unpaid amounts incur interest at .

3.3 Expenses: Client shall reimburse pre-approved out-of-pocket expenses incurred by Contractor in connection with the Services upon submission of receipts.

4. CHANGES AND ADDITIONAL SERVICES

4.1 Any change to the Scope of Services shall be effected only by a written change order signed by authorized representatives of both parties. Change orders shall specify scope, schedule impact and additional compensation.

4.2 Hourly rates for Additional Services not included in the Scope are: per hour unless otherwise agreed.

5. DELIVERY AND ACCEPTANCE

5.1 Delivery Method: Contractor will deliver electronic files via agreed file transfer method and provide one set of PDF prints unless additional copies are requested.

5.2 Acceptance Period: Client shall have calendar days from delivery to review and either accept the Deliverables or provide written notice of deficiencies. Failure to provide notice constitutes acceptance.

6. INTELLECTUAL PROPERTY

6.1 Ownership: Upon full payment of all fees due under this Agreement, Contractor assigns to Client all right, title and interest in the Deliverables specifically prepared for the Project, subject to third-party rights and Contractor's retained rights in general know-how, design methods, templates and proprietary software.

6.2 License to Contractor Tools: Contractor retains a perpetual, non-exclusive license to use its generic tools, routines, and libraries used in producing the Deliverables. Client shall not use Contractor's proprietary tools or templates for other projects without written permission.

6.3 Third-Party Software: Client acknowledges Deliverables may incorporate third-party software subject to separate license terms. Contractor will pass through any assignable third-party licenses where permissible.

7. CONFIDENTIALITY

7.1 Each party shall hold in confidence and not disclose Confidential Information of the other party except to its employees, agents or subcontractors who have a need to know and are bound to confidentiality obligations. Confidential Information excludes information that is or becomes publicly available without breach, is independently developed, or is rightfully received from a third party.

7.2 The obligations under this Section remain in effect for a period of years from the date of disclosure, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets.

8. WARRANTIES; DISCLAIMER

8.1 Contractor warrants that the Deliverables will materially conform to the Specifications at the time of delivery. Contractor's sole obligation for breach of this warranty is to correct or re-perform non-conforming Services at no additional cost, provided Client notifies Contractor within the Acceptance Period.

8.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY AND INDEMNITY

9.1 Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONTRACTOR PURSUANT TO THIS AGREEMENT.

9.2 Indemnity by Contractor: Contractor shall indemnify and defend Client against third-party claims to the extent caused by Contractor's negligent performance of the Services or material breach of Contractor's obligations hereunder, provided Client gives Contractor prompt written notice and reasonable control of the defense.

9.3 Indemnity by Client: Client shall indemnify and defend Contractor against claims arising from Client's use of the Deliverables beyond the scope of this Agreement, Client's alteration of the Deliverables by others, or Client Materials that infringe third-party rights.

10. INSURANCE

Contractor shall maintain, at its expense, commercial general liability insurance and professional liability (errors & omissions) insurance with limits customary for this line of work. Minimum professional liability limit: .

11. TERM; TERMINATION

11.1 Term: This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated as provided herein.

11.2 Termination for Convenience: Either party may terminate for convenience upon days' prior written notice. Client shall pay Contractor for Services performed and reasonable wind-down costs.

11.3 Termination for Cause: Either party may terminate if the other party materially breaches this Agreement and fails to cure within days after written notice.

12. SUBCONTRACTING; ASSIGNMENT

12.1 Contractor may subcontract portions of the Services provided Contractor remains responsible for performance. Contractor shall ensure subcontractors are bound by confidentiality and IP obligations consistent with this Agreement.

12.2 Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a sale of substantially all assets.

13. RECORDS AND AUDIT

Contractor shall maintain records necessary to support invoices and performance for a period of three (3) years. Client may audit those records upon reasonable prior notice during normal business hours.

14. NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, hand delivery, or nationally recognized courier and shall be effective upon receipt.

15. AMENDMENT; WAIVER; COUNTERPARTS

15.1 Amendment: This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. 15.2 Waiver: Failure to enforce any provision shall not waive future enforcement. 15.3 Counterparts: This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one instrument.

16. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision that most nearly effects the parties' intent.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: Governing Jurisdiction: , without regard to choice-of-law rules that would apply the law of another jurisdiction.

18. ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments and executed change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral.

ADDITIONAL TERMS

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