Establishing secure connection…Loading editor…Preparing document…

Design-Build Project Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

DESIGN-BUILD PROJECT AGREEMENT

Project Identification

Recitals and Overview

This Design-Build Project Agreement (the Agreement) is entered into by Client Name: and Service Provider: for the design and construction of the project identified above. The parties agree that the Design-Builder will provide all design, engineering, procurement and construction services described herein in accordance with the terms and conditions of this Agreement.

Definitions

Contract Documents means this Agreement, exhibits, approved design documents, purchase orders, change orders, and written amendments signed by both parties. Substantial Completion means the stage when the Work is sufficiently complete so Client can occupy or utilize the Work for its intended purpose as determined by the acceptance criteria below.

Scope of Work

The Design-Builder shall perform design, engineering, permitting, procurement and construction necessary to deliver the complete project in accordance with the Contract Documents. Detailed scope is set forth below and governs in the event of conflict with other descriptive documents.

Deliverables and Acceptance

Deliverables will be provided in accordance with the following descriptions. Each deliverable must meet the stated acceptance criteria prior to final payment for that deliverable.

Project Timeline and Milestones

The Design-Builder shall commence work promptly upon receipt of a fully executed Agreement and any required initial payment.

Budget and Payment

The Contract Price and payment schedule are stated below. All amounts are in U.S. dollars unless otherwise noted. Payments shall be made in accordance with the schedule and upon submission of invoices and required lien waivers.

Change Orders and Extras

Any change in the Work, Contract Price or Schedule shall be by written change order signed by both parties. Verbal orders are not binding. The change order shall describe the change, price adjustment, schedule impact and any adjustments to other contract terms.

Warranties, Insurance and Indemnity

Warranties: The Design-Builder warrants that the Work will be free from defects in workmanship and materials for a period of year(s) from final acceptance unless otherwise stated in writing.

Insurance: The Design-Builder shall maintain commercial general liability, workers' compensation and automobile liability insurance with limits not less than those agreed in the Contract Documents. Evidence of insurance shall be delivered to Client prior to commencement of Work.

Indemnity: The Design-Builder shall indemnify, defend and hold harmless Client and its officers, agents and employees from and against claims, damages, losses and expenses arising out of or resulting from performance of the Work to the extent caused by negligent acts, errors or omissions of the Design-Builder or its subcontractors.

Acceptance Testing and Final Acceptance

Final acceptance shall occur after completion of punchlist items and successful completion of tests as set forth in the Deliverable Acceptance Criteria. Client shall provide written notice of acceptance or a written list of deficiencies within business days of receiving Design-Builder's notice of substantial completion.

Termination

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice specifying the breach. Client may terminate for convenience upon payment of costs to date plus reasonable demobilization and termination expenses.

Dispute Resolution

The parties agree to attempt in good faith to resolve disputes by negotiation and, if unresolved within 30 days, to participate in non-binding mediation. If mediation fails, the dispute shall be resolved by binding arbitration administered under the commercial arbitration rules mutually agreed or by litigation in the courts specified below if arbitration is not selected.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any proprietary information received from the other party, except as required by law or with prior written consent. Confidentiality obligations shall survive expiration or termination of this Agreement for a period of year(s).

Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other, which shall not be unreasonably withheld. The Design-Builder may subcontract portions of the Work but remains responsible for subcontractors' performance.

Mechanics' Liens and Waivers

Design-Builder shall provide conditional and final lien waivers as required by the Payment Schedule upon receipt of payment. Design-Builder shall promptly discharge any liens or claims arising from its subcontractors or suppliers.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, hand delivery, or overnight courier.

Miscellaneous Provisions

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes prior agreements. Any amendment must be in writing and executed by authorized representatives of both parties. If any provision is invalid, remaining provisions shall remain enforceable.

Signatures

Client:

By:

Date:

Service Provider:

By:

Date:

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

What a Design-Build Project Agreement Is and when it is used

A Design-Build Project Agreement is a single contract that assigns responsibility for both design and construction to one legal entity or consortium, aligning scope, schedule, budget, quality, and risk under a unified delivery model. It replaces separate design and construction contracts, clarifies responsibilities for design compliance, permitting, change orders, latent conditions, and warranties, and typically includes attachments such as drawings, technical specifications, schedules, payment milestones, and insurance requirements. Parties often adopt this form for complex or fast-track projects where coordination and single-point accountability reduce delays and disputes.

Why teams choose a Design-Build Project Agreement

The agreement centralizes responsibility for design and construction, shortens schedules by overlapping design and construction phases, and reduces coordination-related disputes by establishing clear risk allocation, payment structure, and approval workflows.

Why teams choose a Design-Build Project Agreement

Which parties commonly prepare or sign this agreement

Typical participants include owners, design-build contractors, and the design professionals engaged by the contractor; each has distinct responsibilities under the single-contract delivery model.

  • Owner / Developer — Defines project objectives, funding, acceptance criteria, and retains payment obligations and enforcement rights.
  • Design-Build Contractor — Holds primary contractual duty for design quality, construction performance, schedule, subcontractor selection, and warranty obligations.
  • Architect / Engineer (under Contractor) — Provides design documents, design certifications, and professional liability coverage while operating under contractor direction.

Identify your role before signing: owners should confirm acceptance criteria and payment terms; contractors should confirm scope, indemnities, and subcontracting rights.

Core components to include in a professional Design-Build Project Agreement

A complete agreement groups obligations into clear sections and exhibits so project teams can trace responsibilities, performance metrics, approval gates, and remedies without ambiguity.

Scope of Work

A detailed scope with drawings, specifications, and measurable deliverables that defines owner expectations and forms the baseline for change orders and acceptance.

Design Responsibilities

Who prepares and stamps plans, deliverable standards, professional liability limits, and the procedure for design review, approval, and corrections.

Price and Payment

Contract sum structure (lump sum, GMP, cost-plus), progress payment schedule, retainage, and procedures for withholding or disputed payments.

Schedule and Milestones

Critical dates, phased milestones, liquidated damages for delay, notice requirements for schedule impacts, and acceleration provisions.

Change Orders and Claims

Change order approval workflow, documentation required, pricing method, and time-impact evaluation process for claims handling.

Risk Allocation and Remedies

Indemnities, insurance requirements, warranty terms, limitation of liability, termination rights, and dispute resolution mechanisms (mediation/arbitration).

Step-by-step: completing the Design-Build Project Agreement

Follow a consistent sequence to reduce omissions and ensure each approval and deliverable is documented.

  • 01
    Prepare Attachments: Gather drawings, specs, schedules, and insurance certificates before drafting the main contract.
  • 02
    Draft Core Terms: Set scope, price, schedule, and dispute resolution language in the primary contract body.
  • 03
    Review and Negotiate: Conduct legal and technical reviews; resolve material gaps and define change order mechanics.
  • 04
    Execute and Distribute: Obtain authorized signatures, date the agreement, and distribute final copies to all stakeholders.

Typical routing and approval flow for design-build contracts

Design-build agreements move through a predictable routing path; documenting each handoff clarifies responsibility and auditability.

  • Owner Approval: Owner signs after final commercial and technical terms are agreed.
  • Contractor Acceptance: Contractor confirms subcontractor scope, schedule, and insurance prior to execution.
  • Design Professional Sign-off: Architect/engineer signs design deliverables and certifies compliance where required.
  • Permit and Authority: Submit agreement exhibits as needed to obtain permits and agency approvals.

How to set up an online workflow for this agreement

Configure the digital workflow to mirror the contract approval sequence and preserve an audit trail for each action.

Template Create a reusable template with standard clauses and attached exhibits for consistent use.
Conditional Fields Enable conditional fields for alternate payment structures or phased scopes to reduce signer errors.
Authentication Select signer authentication (email, SMS code, or higher) based on risk and owner policy.
Notifications Set reminders and escalation rules to keep milestones and approvals on schedule.
Integrations Connect to project management or ERP systems (NetSuite, Procore, Salesforce) for record updates.

Technical considerations for eSigning and eSubmission

Confirm the platform supports required formats, signer authentication, audit trails, and integrations before sending for signature.

  • File Formats: PDF, DOCX, and scanned exhibits
  • Integrations: NetSuite, Procore, Salesforce
  • Authentication: Email, SMS, or advanced methods

Ensure chosen provider can preserve an unbroken audit trail, export a signed PDF/A copy, and meet any industry compliance obligations such as HIPAA or 21 CFR Part 11 where applicable.

Key dates and timing to include in the agreement

Specify dates that trigger performance, notice, payment, and closeout obligations to avoid ambiguity and late claims.

Effective Date:

MM/DD/YYYY when obligations and warranties begin

Design Milestone Dates:

Calendar dates for deliverable submissions and approvals

Payment Schedule:

Invoice due dates, retainage release, and final payment trigger

Lien Notice Deadlines:

State-dependent filing windows for mechanics liens

Closeout and Warranty:

Substantial completion date and warranty commencement

Project milestones and processing stages

Map the contract lifecycle into distinct stages so approvals and deliverables are traceable and auditable.

01

Selection and Contracting

Procurement, commercial negotiation, and award execution.

02

Design Phase

Schematic, design development, and permit-ready documents.

03

Construction Phase

Mobilization, phased work, inspections, and quality control.

04

Closeout and Warranty

Final inspections, punchlist completion, and warranty handover.

Common pitfalls to avoid when preparing the agreement

  • Vague scope language that delegates interpretation to multiple parties, creating later disputes and change-order claims.
  • Misaligned schedules between design and construction phases that produce false critical-path assumptions and delay determinations.
  • Insufficient change-order process detail, including pricing mechanics and time-impact analysis, causing slow approvals and unresolved claims.
  • Using inconsistent party names or incorrect signatory authority that delays execution or raises enforceability questions.

Security and compliance elements to verify

Data Encryption: AES-256 at rest, TLS 1.2/1.3
Audit Trail: Timestamp, IP, and action log
HIPAA Support: BAA available where needed
21 CFR Part 11: Compliant for regulated records
Certifications: SOC 2 Type II, ISO 27001
Access Controls: Role-based permissions and SSO

Primary legal and commercial risks if the agreement is incorrect

Payment Disputes: Late or withheld payments
Lien Exposure: Unpaid subcontractor claims
Schedule Claims: Delay and acceleration costs
Invalid Signature: Enforceability challenges
Regulatory Noncompliance: Permit revocation or fines
Termination Costs: Damages and dispute expenses

Frequently asked questions about executing a Design-Build Project Agreement

Answers to common questions about electronic signatures, notarization, signatory authority, amendments, recordkeeping, and dispute avoidance.


Need help? Contact support

Comparing eSignature vendor basics for executing and managing agreements

This high-level comparison shows starting prices and selected features across common vendors; signNow appears first per page convention.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Premium) Varies by plan Varies by plan Varies by plan Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes Varies No
be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.