Design Layout Drawing

DESIGN LAYOUT DRAWING AGREEMENT

This Design Layout Drawing Agreement (the Agreement) is entered into as of by and between Client Name: , and Designer Name: .

Recitals

WHEREAS, Client requires the preparation of design layout drawings, schematics and associated documentation for the project identified below; and

WHEREAS, Designer represents that it possesses the skill, experience, and professional capability to prepare such design layout drawings and to provide related services in accordance with the terms of this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Designer will produce the design layout drawing(s) and related deliverables for the Project.

Project Identification

Scope of Work

Designer shall provide design layout drawing services as described below and in any accepted change orders. Deliverables shall be prepared in accordance with customary professional standards and as needed for Client's reasonable use.

Revision rounds provided: . Additional revisions beyond that number will be billed as Change Orders pursuant to the Change Order procedure set forth below.

Payment Terms

Client shall pay Designer the total fee for services as set forth below.

Deposit required: due upon execution. Final payment due: .

Late payment shall incur interest at on outstanding balances, and Designer may suspend delivery of further work until amounts due are paid in full.

Reimbursable expenses: Yes

Term and Termination

Agreement Commencement Date: . Anticipated Completion Date: .

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice. Either Party may terminate for convenience upon days' prior written notice.

Upon termination, Client shall pay Designer for all services performed and expenses incurred through the effective date of termination. Designer shall deliver all completed and partially completed deliverables to Client upon payment of amounts due.

Confidentiality

Each Party shall treat as confidential all non-public information and materials disclosed by the other Party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is publicly available through no breach of this Agreement or independently developed by the recipient without reference to the discloser's Confidential Information.

The recipient shall not disclose Confidential Information to third parties except to employees, contractors or consultants who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The recipient shall use at least reasonable care to protect Confidential Information.

Intellectual Property and License

Designer retains all copyright and other intellectual property rights in drawings, sketches, designs, and related work product prepared by Designer (Collectively, the Designer Materials), except as expressly licensed below.

Upon full and final payment of all amounts due under this Agreement, Designer grants Client a non-exclusive, non-transferable license to use the final deliverable drawings for the Project for which they were prepared. Client's license does not permit resale, publishing, or use on any other project without Designer's prior written consent. Designer may retain copies for record-keeping and archival purposes.

Warranties; Limitation of Liability

Designer warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS SET FORTH IN THIS PARAGRAPH, DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID TO DESIGNER UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES.

Indemnification

Client shall indemnify, defend and hold Designer harmless from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Client's misuse of the deliverables, modifications made by others after delivery, or Client's failure to obtain necessary third-party approvals.

Change Orders

Any material change to the Scope of Work shall be documented in a written change order signed by both Parties, describing the change, any adjustments to fees, and the new schedule. Change orders shall be binding only when signed by an authorized representative of each Party.

Governing Law; Entire Agreement

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.

This Agreement, together with any executed change orders and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Miscellaneous

Any notices required or permitted by this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either Party may designate in writing. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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