Design Proposal Plans

DESIGN PROPOSAL PLANS

This Design Proposal Plans Agreement (the Agreement) is made and entered into as of Effective Date: by and between Designer: and Client Name: .

WHEREAS

WHEREAS, Designer is engaged in the business of providing design, drawing, and planning services, and represents that Designer has the skill, experience, and ability to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Designer to prepare design proposal plans and related deliverables for the Project described below, and Designer is willing to perform such services under the terms and conditions set forth herein.

PROJECT IDENTIFICATION

SCOPE OF WORK

Designer shall prepare design proposal plans for the Project including, but not limited to, conceptual drawings, schematic plans, plan sets sufficient for permitting review (if requested), and up to the number of revisions set forth below. The scope explicitly includes coordination of plan content required to illustrate design intent and does not include construction administration except as expressly provided herein.

PAYMENT TERMS

Client shall pay Designer for the services described herein in accordance with the following payment terms. All fees are exclusive of taxes; Client shall be responsible for any sales, use, value-added or other taxes imposed.

Late payments shall accrue interest at the rate of on overdue balances, compounded monthly, plus all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to termination. Upon termination, Client shall pay Designer for all services performed and expenses incurred through the effective date of termination, including reasonable costs to assemble and transfer work product.

CONFIDENTIALITY

Each party shall hold in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information does not include information that is or becomes public through no fault of the receiving party, is lawfully received from a third party without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Receiving party shall not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees, consultants, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in writing, Designer retains ownership of all conceptual materials, designs, sketches, and preliminary work product. Upon final payment in full, Designer grants Client a non-exclusive, non-transferable license to use the delivered final plans for the Project identified in this Agreement. Any reuse, modification, or application of the deliverables by Client for projects other than the Project without Designer's written permission shall be at Client's sole risk and without liability to Designer.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Venue for any litigation arising under this Agreement shall lie in the state or federal courts located in that state.

WARRANTIES; LIMITATION OF LIABILITY

Designer warrants that services will be provided in a professional manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO DESIGNER UNDER THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits, or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations. Any modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

DISPUTE RESOLUTION

The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiations between senior representatives. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties may agree to non-binding mediation prior to initiating litigation. Nothing in this section prevents either party from seeking injunctive relief.

NOTICES

ACCEPTANCE

By signing below, the parties acknowledge that they have read, understood, and agree to be bound by the terms of this Agreement. The individuals signing below represent and warrant that they are authorized to bind the respective party.

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