Design Architectural Drawings

GENERAL BUSINESS AGREEMENT — DESIGN ARCHITECTURAL DRAWINGS

Parties

Recitals

WHEREAS, Client Name: desires to obtain professional architectural design services relating to the project described herein; and

WHEREAS, Designer Name: represents that Designer is duly qualified and licensed to perform architectural services in the applicable jurisdiction and will provide such services under the terms of this Agreement; and

WHEREAS, the parties agree that the scope, deliverables, compensation and other terms are to be set forth in this Agreement effective as of Effective Date: .

Scope of Work

Designer shall prepare and deliver architectural drawings, specifications and related professional services necessary for the completion of the project described below. Services shall include schematic design, design development, construction documents, and limited construction administration as set forth in the Deliverables section.

Deliverables and Schedule

Milestone commencement date: Start Date: . Expected completion of construction documents: Target Completion Date: . The schedule is based on timely provision of Client information and approvals.

Payment Terms

Invoices are payable within days of receipt. Late payments shall accrue interest at per month (or the maximum permitted by law), plus all collection costs.

Change Orders

Any change in scope requested by Client shall be executed only by written Change Order signed by both parties. Change Orders shall state any adjustment to compensation and schedule. Standard rate for change work: per hour unless otherwise agreed.

Intellectual Property and Ownership

Designer retains copyright in all design documents, drawings and specifications produced under this Agreement, subject to a non-exclusive, perpetual license to Client to use the documents for construction, operation and maintenance of the Project upon full payment of all amounts due. Reuse of documents for other projects or modifications by others shall require Designer's written consent and may require additional compensation.

Confidentiality

Each party shall hold in confidence and not disclose any non-public proprietary information disclosed by the other party, and shall use such information only for the performance of this Agreement. Confidentiality obligations shall survive termination for a period of , except where disclosure is compelled by law.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated as provided below.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure within days after receipt of written notice specifying the breach. Upon termination, Client shall pay Designer for all services performed and reasonable close-out costs.

Standard of Care; Warranties; Liability

Designer shall perform services in a manner consistent with the professional skill and care ordinarily provided by architects performing similar services in the same locality and under similar circumstances. Except as expressly stated, Designer makes no other warranties, express or implied. Designer's liability for claims arising out of this Agreement shall be limited to direct damages and in no event shall exceed the total compensation paid to Designer under this Agreement.

Indemnification

To the extent permitted by law, each party shall indemnify and hold harmless the other party from claims, liabilities and expenses arising from the indemnifying party's negligence or willful misconduct in connection with performance under this Agreement. Indemnification obligations shall survive termination.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of law principles. Claims arising out of or related to this Agreement shall be resolved by negotiation between senior representatives, and if unresolved, by binding arbitration or litigation as selected by the parties.

Entire Agreement; Amendments

This Agreement, including attached exhibits and any executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. This Agreement may be amended only by a written instrument signed by both parties.

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notices are effective upon receipt.

Acceptance

The parties acknowledge that they have read and understand this Agreement, and agree to be bound by its terms. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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