Design Project PDF Drawing

DESIGN PROJECT PDF DRAWING AGREEMENT

RECITALS

This Agreement is entered into as of Effective Date: between Client Name: (the "Client") and Designer Name: (the "Designer").

WHEREAS, Client desires that Designer prepare and deliver PDF drawings and related deliverables as described herein; and WHEREAS, Designer represents that Designer has the experience, qualifications, and capacity to prepare such PDF drawings in accordance with the terms of this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to preparation, delivery, review, acceptance, and licensing of the PDF drawing deliverables.

SCOPE OF WORK

Designer shall prepare PDF drawings and associated documentation (the "Deliverables") for the project described as: . Deliverables shall conform to the specifications set forth below and any subsequent written change orders executed by both parties.

PAYMENT TERMS

Client shall pay Designer the Total Project Fee for the Deliverables as set forth below. All amounts are due in U.S. dollars unless otherwise agreed in writing.

Unless otherwise specified, invoices are due within days of invoice date. Late payments shall incur a late fee equal to per month on the unpaid balance, or the maximum allowed by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and terminate on End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach that remains uncured for a period of 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 and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Confidential Information may be used only to perform obligations under this Agreement. Confidential Information does not include information that: (a) is or becomes public through no breach by the receiving party; (b) was known to the receiving party prior to disclosure as evidenced by written records; (c) is lawfully received from a third party without an obligation of confidentiality; or (d) is independently developed without use of the other party's Confidential Information.

INTELLECTUAL PROPERTY AND LICENSES

Designer retains copyright and all other intellectual property rights in preliminary designs, working drawings, and other materials created prior to final payment. Upon full payment of all fees due under this Agreement, Designer grants Client a non-exclusive, perpetual license to use the final PDF Drawings for the specific project identified in this Agreement. Transfer of ownership of copyrights to Client must be expressly agreed in writing and conditioned on full payment.

Designer will transfer copyright ownership to Client upon full payment of all fees and expenses.

ACCEPTANCE, REVISIONS, AND CHANGE ORDERS

Client shall review and provide written acceptance or requested revisions within days of delivery of each Deliverable. Designer will perform up to rounds of revisions per Deliverable at no additional charge. Additional revisions shall be billed at a rate of per hour or as otherwise agreed in writing.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Designer warrants that Deliverables will be prepared in a professional manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING, 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 AMOUNTS PAID BY CLIENT TO DESIGNER UNDER THIS AGREEMENT. Client shall indemnify and hold Designer harmless from and against third-party claims arising from Client-supplied data or Client's misuse of the Deliverables. Designer shall indemnify Client from claims arising from Designer's gross negligence or willful misconduct in performing the services.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any written change orders executed by the parties, 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 oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, certified mail, or email with confirmation of 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. The failure of either party to enforce any right shall not constitute a waiver of that right. The parties acknowledge that they have had the opportunity to review this Agreement with counsel.

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