Consulting Engineering Consultation

CONSULTING ENGINEERING CONSULTATION AGREEMENT

This Consulting Engineering Consultation Agreement (the Agreement) is entered into as of (Effective Date), by and between Consultant Name: with principal place of business at , and Client Name: with principal place of business at .

WHEREAS

WHEREAS, Consultant is engaged in the business of providing professional engineering consultation and related technical advisory services, and possesses the qualifications, skills, and staff necessary to perform the services described herein;

WHEREAS, Client desires to retain Consultant to perform certain engineering consultation services in connection with the project described as (Project); and

WHEREAS, Consultant is willing to perform such services for Client subject to the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Consultant shall provide professional engineering consultation, analysis, and advisory services as described below. Consultant's obligations are limited to the services expressly set forth in this Agreement. Any services outside the Scope of Work will require a written amendment and additional compensation.

PAYMENT TERMS

Client shall pay Consultant for services in accordance with the following fee structure. All fees are due in U.S. dollars unless otherwise agreed in writing.

Invoices shall be rendered by Consultant in accordance with the Payment Schedule and are due within days of invoice receipt. Overdue payments are subject to a late fee of % per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less. Client shall also reimburse reasonable collection costs and attorneys' fees incurred by Consultant in collecting overdue amounts.

Unless explicitly stated otherwise, fees do not include reimbursable expenses such as travel, specialized testing, reproduction, or third-party consultant fees. Reimbursable expenses will be billed in accordance with Consultant's expense policies and require prior approval by Client when reasonably anticipated to exceed .

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Consultant for all services performed and expenses incurred through the date of termination. Consultant shall deliver to Client all documents and materials prepared to the date of termination and shall cooperate to effect an orderly transition as reasonably requested by Client; Client shall reimburse Consultant for reasonable demobilization costs.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential. Confidential Information includes, without limitation, business plans, technical data, designs, cost estimates, project specifications, and third-party confidential information.

The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, subcontractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information shall not include information that: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) was known to the Receiving Party before disclosure as shown by written records; (iii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. Upon written request, the Receiving Party shall promptly return or destroy Confidential Information and certify such destruction.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, and longer as required for trade secrets under applicable law. The parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages are inadequate and agree that injunctive relief is an appropriate remedy in addition to other remedies at law or equity.

INSURANCE, INDEMNITY AND LIMITATION OF LIABILITY

Consultant shall maintain professional liability insurance and commercial general liability insurance in customary amounts for the Services. Consultant shall name Client as an additional insured on policies as required for the Project, if requested in writing.

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of that party’s negligent acts or willful misconduct in connection with this Agreement, provided that indemnification shall be subject to any applicable statutory or insurance-based limitations. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree that exclusive venue for any dispute arising under this Agreement shall lie in the state or federal courts located within that State.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments, exhibits, and mutually executed written amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized courier to the addresses set forth below or to such other address as either party may designate by notice.

MISCELLANEOUS

Relationship of Parties: Consultant is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between the parties. Consultant shall be responsible for its own taxes, insurance and benefits.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Consultant may assign receivables to a financial institution.

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