Design Door Template

DESIGN DOOR TEMPLATE

This Design Door Agreement (the Agreement) is made as of by and between:

RECITALS

WHEREAS, Designer is in the business of preparing custom design drawings, specifications and related technical deliverables for doors and door systems (Designer Services); and

WHEREAS, Client desires to retain Designer to render Designer Services for the design, specification and documentation of the door(s) described herein, and Designer is willing to provide such services on the terms and conditions set forth in this Agreement.

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

SCOPE OF WORK

Designer shall provide design services to produce door design drawings, material specifications, hardware schedules, and installation notes (the Deliverables) in accordance with the specifications set forth below. Deliverables and specific tasks shall include:

Any material changes to the scope resulting in additional time or cost must be agreed in writing by the parties in a change order signed by both parties prior to performance.

PAYMENT TERMS

Client shall pay Designer the fees set forth below for the Deliverables and services.

Invoices shall be issued by Designer in accordance with the schedule above and are due within days of invoice date. Late payments shall incur interest at the rate of percent per month (or the maximum rate permitted by law, if less), calculated daily from the due date until paid.

Client shall reimburse Designer for reasonable out-of-pocket expenses incurred in performance of the services provided that Designer obtains Client's prior written approval for any single expense in excess of USD.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach. Additionally, Client may terminate for convenience upon days' written notice, in which event Designer shall be paid for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party any information marked confidential or which a reasonable person would consider confidential disclosed by the other party (Disclosing Party) in connection with this Agreement, including drawings, specifications and pricing (Confidential Information). Confidential Information shall not include information that: (a) is or becomes generally available to the public through no breach by Receiving Party; (b) was known to Receiving Party prior to disclosure as evidenced by written records; (c) is independently developed by Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The obligations in this Section shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

INTELLECTUAL PROPERTY

Designer retains all right, title and interest in and to the original design concepts, drawings, models and related intellectual property created by Designer, except that upon receipt of final payment, Designer grants Client a perpetual, non-exclusive, non-transferable license to use the Deliverables for Client's intended project and installation. Designer may retain copies of the Deliverables for recordkeeping and promotional purposes, provided that such use does not disclose Client's Confidential Information.

WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

Designer warrants that services will be performed in a professional and workmanlike manner. EXCEPT FOR THE FOREGOING WARRANTY, DESIGNER MAKES NO OTHER WARRANTIES, AND ALL IMPLIED WARRANTIES ARE DISCLAIMED TO THE EXTENT PERMITTED BY LAW. Each party shall indemnify and hold harmless the other from claims arising out of its negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND LIABILITY FOR ANY CLAIM SHALL BE LIMITED TO THE 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 conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for resolution of any disputes arising under this Agreement.

MISCELLANEOUS

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 must be in writing and signed by both parties.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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