Design Drawings

Design Drawings

This Design Drawings Agreement ("Agreement") is entered into as of the Effective Date below by and between:

Client Name:    Designer Name:

Project Name:    Project Address:

Effective Date:

WHEREAS

WHEREAS, Client requires preparation of design drawings, specifications and related deliverables for the Project identified above; and

WHEREAS, Designer represents that it possesses the professional skill, experience and qualifications to prepare such design drawings and deliverables in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:

Scope of Work

Deliverables shall include, without limitation, construction drawings, schematic diagrams, CAD files, and specification sheets as set forth in the Description of Services. Designer shall deliver interim drafts for Client review per the schedule below and shall incorporate reasonable Client comments into final deliverables.

Payment Terms

Payments are due within days of invoice date. Overdue amounts shall accrue a late fee of % per month (or highest lawful rate) until paid. Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Designer in collecting overdue amounts.

Acceptance; Revisions

Client shall have business days from delivery of each deliverable to review and provide written acceptance or revision requests. If Client does not timely object, the deliverable shall be deemed accepted.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after written notice. Either party may also terminate for convenience upon days' prior written notice to the other party. Upon termination, Client shall pay Designer for all work performed to the date of termination, including reasonably incurred close-out costs, and Designer shall deliver work-in-progress to Client.

Confidentiality

Each party shall keep confidential all proprietary technical and business information disclosed by the other party in connection with this Agreement ("Confidential Information") and shall not disclose such information to third parties except to its employees, consultants or contractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein. Confidential Information shall not include information that (a) is or becomes publicly known through no breach of this Agreement, (b) is lawfully received from a third party without confidentiality restrictions, or (c) is independently developed without use of Confidential Information. A party may disclose Confidential Information to the extent required by law or court order provided that it first notifies the disclosing party and cooperates to seek protective measures.

Intellectual Property; License

Designer retains copyright and other intellectual property rights in preliminary designs, drafts and design methodology. Upon receipt of final payment in full, Designer grants Client a non-exclusive, non-transferable license to use the final design drawings solely for the Project described herein. Any reuse, modification, or application of the designs for other projects or purposes shall require Designer's prior written consent and may require additional compensation. Designer may retain copies of deliverables for quality control and archival purposes.

Warranties and Limitation of Liability

Designer warrants that it will perform services with reasonable professional skill and care. EXCEPT AS PROVIDED IN THIS PARAGRAPH, ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE 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 its conflict of law principles.

Entire Agreement; Amendments

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

Notices

Notices shall be in writing and delivered by hand, certified mail, or overnight courier to the addresses set forth above and shall be deemed given upon receipt.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations under this Agreement.

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