Design CAD Drawing

Design CAD Drawing Agreement

This Design CAD Drawing Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: ("Client") and Designer Name: ("Designer"). The Client and Designer are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Client requires professional computer-aided design (CAD) drawings and related deliverables for the project described herein; and

WHEREAS, Designer is experienced in producing CAD drawings and related digital design deliverables and represents that Designer has the requisite skill, personnel and equipment to perform the services described in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Designer will provide such design services and deliverables to Client.

SCOPE OF WORK

Designer shall provide CAD drawing services as set forth in this Agreement and in the deliverables description below. The Scope of Work includes creation, modification and delivery of CAD files, layout drawings, and supporting documentation as required by Client and accepted by Designer.

CAD file formats to be delivered (check applicable):

DWG    DXF    IGES    STEP    STL    PDF

PAYMENT TERMS

Client shall pay Designer the fees set forth below in consideration for the services and deliverables. All fees are payable in United States dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured for the notice period specified above. Upon termination for any reason, Client shall pay Designer for all work performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each Party acknowledges that, in the course of performing this Agreement, it may receive or have access to Confidential Information of the other Party. "Confidential Information" means non-public business, technical, financial or other proprietary information disclosed in any form. Each Party agrees to (a) hold Confidential Information in strict confidence, (b) use it only to perform obligations under this Agreement, and (c) not disclose it to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination of this Agreement for three (3) years, except as to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

OWNERSHIP, LICENSE & INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Designer retains ownership of all original files, drafts and working materials until Client has paid all amounts due under this Agreement in full. Upon full payment, Designer grants to Client a non-exclusive, worldwide, perpetual license to use the final delivered CAD drawings for the purposes specified in this Agreement. Designer may retain copies for its business records and for reuse of general techniques and knowledge not containing Client's Confidential Information. Any transfer of copyrights or exclusive ownership must be set forth in a separate written assignment signed by both Parties.

REVISIONS AND ACCEPTANCE

Client shall review deliverables promptly and provide written acceptance or detailed revision requests within the time specified in the Payment Schedule. Designer will make up to revisions included in the Total Fee. Additional revisions will be billed at or as otherwise agreed in writing.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The Designer's total aggregate liability arising from or related to this Agreement shall not exceed the total fees paid by Client to Designer under this Agreement.

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 to submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing signed by authorized representatives of both Parties.

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