Design Certification Document

DESIGN CERTIFICATION DOCUMENT

This Design Certification Document is entered into by the parties identified below for the project described herein. Client Name:   Designer Name:

RECITALS

WHEREAS, Client has engaged Designer to prepare professional design documents and related services for the project known as Project Name: , located at Project Address: ;

WHEREAS, Designer represents that Designer is duly qualified, licensed where applicable, and experienced to perform professional design services in the disciplines selected below and to certify that the design documents conform to the applicable codes and standards in effect as of the date of certification; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Architectural    Structural    Mechanical/Plumbing    Electrical    Other (specify below)

STANDARDS, CODES, AND CERTIFICATION

Designer certifies that the design documents submitted for the Project comply with the applicable codes, standards, and professional practices in effect as of the date of certification and that, to the best of Designer's knowledge, the design is consistent with the scope of work set forth herein. Standards referenced:

PAYMENT TERMS

Overdue sums shall accrue interest or fees at the rate of on unpaid balances, together with any collection costs and reasonable attorney fees incurred to collect unpaid amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days following receipt of written notice specifying the breach. Termination for convenience by Client requires written notice of days and payment for work performed to date and reasonable demobilization costs.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. The receiving party shall not disclose such information except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential information shall not include information that is or becomes publicly available without breach of this Agreement or that is lawfully received from a third party without restriction.

INDEMNIFICATION; LIMITATION OF LIABILITY

Designer shall indemnify and hold Client harmless from claims arising from Designer's negligent acts, errors or omissions in the performance of professional services, subject to applicable limitations of liability under law. Except for liability arising from gross negligence or willful misconduct, each party's total aggregate liability to the other for claims arising out of this Agreement shall not exceed the total fees paid to Designer under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to conflict of law principles. Governing Law Jurisdiction:

ENTIRE AGREEMENT

This Agreement, including all exhibits and documents incorporated by reference, 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 to this Agreement must be in writing and executed by authorized representatives of both parties.

CERTIFICATION

The undersigned Designer hereby certifies, under penalty of professional discipline and civil liability to the extent permitted by law, that the design documents identified in this Agreement were prepared or directly supervised by the Designer or its licensed designees, and that, to the best of the Designer's knowledge and belief, the design complies with the standards and codes referenced above.

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