Fill and Sign the Contract or Agreement with Engineer Form

Contract or Agreement with Engineer This Agreement made and entered into on this the _____ day of __________, 20___by and between _____________________________ (hereafter called Employer) and _________________________________ (hereafter called Engineer) . WHEREAS, Employer desires to retain the services of Engineer, and Engineer desires to render services to Employer, upon the terms and conditions hereinafter stated: NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, do hereby promise and agree as follows: 1. Scope of Duties to be Provided a. Term. Employer agrees to hire Engineer for a term commencing on the ___ day of _________, 20___, and continuing until terminated in accordance with this Agreement. b. Duties . Engineer agrees to perform work for the Employer on the terms and conditions set forth in this Agreement, and agrees to devote the necessary time and attention to the performance of the duties specified in this agreement. Engineer's duties shall include the following: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ __________. Engineer further agrees that in all aspects of such work, (hereafter sometimes referred to as “Project”) , Engineer shall comply with the policies, standards, regulations of the Employer from time to time established, and shall perform the duties assigned faithfully, intelligently, to the best of his ability, and in the best interest of the Employer. 2. Confidentiality Engineer acknowledges and agrees that all financial and accounting records, lists of property owned by Employer, including amounts paid therefore, client and customer lists, and other Employer data and information related to its business (hereinafter collectively "Confidential Information") are valuable assets of the Employer. Except for disclosures required to be made to advance the business of the Employer and information which is a matter of public record, Engineer shall not, during the term of this Agreement or after the termination of this Agreement, disclose any Confidential Information to any person or use any Confidential Information for the benefit of Engineer or any other person, except with the prior written consent of the Employer. Employer understands that certain Confidential Information may be required to be disclosed to certain individuals (eg., directors, officers, employees, agents, or advisors ) of Engineer. Engineer shall maintain records of the persons to whom Confidential Information is distributed, will inform all such persons of the confidential nature of the information, will direct them to treat such information in accordance with this agreement, will exercise such precautions or measures as may be reasonable in the circumstances to prevent improper use of Confidential Information by them, and will be responsible for any breaches by them of the provisions of this Agreement. The term A Confidential Information @ does not include information that is or becomes publicly available (other than through breach of this Agreement) or information that is or becomes available to Engineer on a non-confidential basis, provided that the source of such information was not known by Consultant (after such inquiry as would be reasonable in the circumstances) to be bound by a confidentiality agreement or other legal or contractual obligation of confidentiality with respect to such information. In the event that Engineer or any of Engineer = s representatives, assigns, or agents are requested or required by law or legal process to disclose any of the Confidential Information, the party required to disclose such information shall provide Employer with prompt oral and written notice before making any disclosure. In addition, Confidential Information may be disclosed to the extent required in the course of inspections or inquiries by federal or state regulatory agencies to whose jurisdiction Engineer is subject and that have the legal right to inspect the files that contain the Confidential Information, and the Engineer will advise Employer promptly upon such disclosure. c. Ownership of Documents All Drawings, Specifications and other work product of the Engineer for this Project are instruments of service for this Project only and shall remain the property of the Engineer whether the Project is complete or not. Re-use of any of the instruments of service of the Engineer by the Employer on extensions of this Project or on any other project without the written permission of the Engineer shall be at the Employer’s risk and the Employer agrees to defend, indemnify and hold harmless the Engineer from all claims, damages, and expenses including attorney's fees arising out of such unauthorized re-use of the Engineer’s instruments of service by the Employer or by others acting through the Owner. Any re-use or adaptation of the Engineer’s instruments of service occurring after the written agreement of the Engineer shall entitle the Engineer to further compensation in amounts to be agreed upon by the Employer and the Engineer. d. Return of Documents . Engineer acknowledges and agrees that all originals and copies of records, reports, documents, lists, plans, memoranda, notes and other documentation related to the business of the Employer or containing any Confidential Information shall be the sole and exclusive property of the Employer, and shall be returned to the Employer upon the termination of this Agreement or upon the written request of the Employer. 3. Compensation. In consideration of all services to be rendered by Engineer to Employer, the Employer shall pay to said Engineer the amount of $__________________. 4. Payments to the Engineer Progress payments shall be made on an hourly basis for to services rendered and as indicated within this Agreement and shall be due and owing within ________days of the Engineer’s submittal of his (weekly, bi-weekly, monthly) statement. Past due amounts owed shall include a charge at the maximum legal rate of interest. If the Employer fails to make monthly payments due the Engineer, the Engineer may, after giving ______ days written notice to Employer, suspend services under this Agreement. No deductions shall be made from the Engineer’s compensation on account of penalty, liquidated damages or other sums withheld from payments to Contractors. If the Project is delayed or if the Engineer’s services for the Project are delayed or suspended for more than ________ months for reasons beyond the Engineer’s control, the Engineer may, after giving _______days written notice to the Employer, terminate this Agreement and the Employer shall compensate the Engineer for services performed to the termination notice date.. Compensation paid pursuant to this Agreement shall not be subject to the customary withholding of income taxes and other employment taxes. Engineer shall be solely responsible for reporting and paying any such taxes. The Employer shall not provide Engineer with any coverage or participation in the Employer = s accident and health insurance, life insurance, disability income insurance, medical expense reimbursement, wage continuation plans, or other fringe benefits provided to regular employees. 5. Independent Contractor Status Engineer acknowledges that he is an independent contractor and is not an agent, partner, joint venturer nor employee of Employer. Engineer shall have no authority to bind or otherwise obligate Employer in any manner nor shall Engineer represent to anyone that it has a right to do so. Engineer further agrees that in the event that the Employer suffers any loss or damage as a result of a violation of this provision, Engineer shall indemnify and hold harmless the Employer form any such loss or damage. The Engineer shall not assign any of his rights under this agreement, or delegate the performance of any of his duties hereunder, without the prior written consent of the Employer. 6. Representations and Warranties of Engineer a. Engineer represents and warrants to the Employer that there is no employment contract or other contractual obligation to which Engineer is subject, which prevents Engineer from entering into this Agreement or from performing fully Engineer's duties under this Agreement. b. Engineer represents that he is licensed by the appropriate licensing agency for the Engineering profession and that he is in good standing with such agency. 7. Insurance Engineer shall obtain and maintain in force, at his own expense, throughout the performance of his obligations under this Agreement, insurance coverage against claims, regardless of when asserted, that may arise out of, or result from, Engineer's operations in connection with the services or duties described above. This insurance shall include the following coverages: a. Workers Compensation and Employer's Liability Engineer agrees to provide worker's compensation insurance for Engineer's employees and agents and agrees to hold harmless and indemnify Employer for any and all claims arising out of any injury, disability, or death of any of Engineer's employees or agents. b. General Malpractice Liability or General Errors and Omissions coverage for losses incurred as a result of professional malpractice or professional errors and omissions made in the performance of this Agreement. c. Other Insurance Requirements: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ 8. Miscellaneous Provisions: a. The provisions of this Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the parties. Any provision hereof which imposes upon Engineer or Employer an obligation after termination or expiration of this Agreement shall survive termination or expiration hereof and be binding upon Engineer or Employer. b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. c. This Agreement shall be governed under the laws of the state of _____________. d. Should litigation or arbitration occur between the two parties relating to the provisions of this Agreement, all litigation or arbitration expenses, collection expenses, witness fees, court costs and attorneys' fees incurred by the prevailing party shall be paid by the non- prevailing party to the prevailing party. e. Neither party shall hold the other responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, to other events beyond the control of the other or the other's employees and agents. f. The Engineer intends to render his services under this Agreement in accordance with generally accepted professional practices for the intended use of the Project and makes no warranty either express or implied. g. Any opinion of the construction cost prepared by the Engineer represents his judgment as a design professional and is supplied for the general guidance of the Employer. Since the Engineer has no control over the cost of labor and material, or over competitive bidding or market conditions, the Engineer does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the Employer. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. __________________________________ __________________________________ EMPLOYER ENGINEER