Design Layout and Drawings

Design Layout and Drawings Agreement

Agreement Date:

Parties

Recitals

WHEREAS, Company desires to obtain professional design layout and technical drawings for the project identified as (the "Project");

WHEREAS, Contractor represents that it possesses the skill, experience and personnel necessary to prepare design layouts, drawings and associated documentation in accordance with accepted industry standards and the specifications set forth in this Agreement;

WHEREAS, the parties desire to define their respective rights and obligations with respect to the preparation, delivery and acceptance of the design layout and drawings.

Scope of Work

Contractor shall provide the following services and deliverables in accordance with the standards, deadlines and specifications set forth below.

CAD files (native)
PDF drawings (print-ready)
Concept sketches and markups
Layered files and asset package

Payment Terms

Invoices shall be submitted to Company and are payable within days of receipt. Payment method:

Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above following written notice. Termination shall not relieve Company of the obligation to pay for services performed and deliverables delivered and accepted prior to the effective date of termination.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party. "Confidential Information" includes non-public technical, business and financial information, drawings, specifications and pricing. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, was lawfully in the receiving party's possession prior to disclosure, or is rightfully received from a third party without restriction.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose such information except to employees, consultants or subcontractors on a need-to-know basis who are bound by obligations of confidentiality no less protective than those herein.

Intellectual Property

Subject to timely and full payment of all amounts due under this Agreement, Contractor hereby assigns to Company all rights, title and interest in and to the final, delivered design drawings and layout deliverables (the "Work Product"). Contractor retains a nonexclusive, nontransferable right to use general know-how, skills and techniques developed in the course of performing the services. Contractor warrants that Work Product will be original or will not infringe third party rights.

Warranties, Indemnity and Liability

Contractor warrants that the services will be performed in a professional manner consistent with industry standards. Contractor shall indemnify and hold Company harmless from claims arising from Contractor's negligent acts or willful misconduct in performing the services. Except for claims arising from gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, special or punitive damages.

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 laws rules.

Entire Agreement

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

Miscellaneous

If any provision of this Agreement is held 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 a successor in interest in connection with a merger or sale of substantially all assets.

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