Design Rev Drawing

Design Rev Drawing

Identification

Drawing Number:    Revision:    Revision Date:

Revision Title:

Recitals

WHEREAS, Design Provider is engaged to prepare design documents for the Project identified above and possesses the expertise, personnel and facilities to prepare the revised drawing identified herein; and

WHEREAS, Client requires the revision to be issued and accepted for construction, procurement, or record purposes, and the parties intend this document to memorialize the scope, technical changes, deliverables, schedule and any compensation attributable to the revision; and

WHEREAS, the parties desire to allocate responsibilities, preserve confidentiality of technical information, and define remedies in the event of nonpayment or breach.

Scope of Work

The Design Provider shall perform the following work as part of this revision. The scope is limited to the items listed and any additional work requires written change order.

Attachments included with this revision: As-built notes Spec changes Revised sheets Calculations

Payment Terms

Compensation for the revision work shall be as follows. If scope exceeds the identified deliverables, the Design Provider shall not proceed with additional work until a written change order is executed by both parties.

Late payments shall accrue interest at on outstanding amounts, with a minimum late charge of . Design Provider reserves the right to suspend work for amounts more than past due, after written notice.

Term and Termination

This revision memorandum becomes effective on the Effective Date and remains in force until final acceptance of the revision deliverables or termination pursuant to this section.

Effective Date:    Anticipated Completion Date:

Either party may terminate this revision for cause upon written notice if the other party materially breaches its obligations and fails to cure within days of receiving written notice specifying the breach. Termination for convenience by Client requires days' advance written notice and payment for work performed to date.

Confidentiality

Each party shall treat as confidential all technical and business information exchanged in connection with this revision, including drawings, calculations, specifications and change rationale, and shall not disclose such information to third parties except to its employees, consultants or contractors with a need to know and bound by equivalent confidentiality obligations. Confidential information does not include information that is or becomes publicly available through no breach of this agreement, or that is required to be disclosed by law.

Ownership of the revised drawings and intellectual property shall be as follows: Design Provider retains copyright in design materials subject to a limited license to Client for use on the Project. Any use beyond the Project or reuse without written consent is prohibited and shall require equitable compensation and indemnification.

Liability, Indemnity and Warranties

Design Provider warrants that the revision shall be prepared in a professional manner consistent with industry standards. Except as expressly stated, all other warranties are disclaimed. Each party shall indemnify the other for claims arising from its negligence or willful misconduct in connection with the revision; liability shall be limited to direct damages and in no event to consequential, incidental, or punitive damages, except for gross negligence or willful misconduct.

Governing Law; Entire Agreement

This memorandum and any dispute arising from it shall be governed by the laws of the jurisdiction indicated below without regard to its conflict of law principles.

This document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, agreements and communications relating to the revision. Any modification must be in writing and executed by authorized representatives of both parties.

Dispute Resolution

The parties shall attempt in good faith to resolve disputes arising under this memorandum by negotiation. If unresolved within thirty (30) days, disputes may be resolved by mediation or, if mediation is unsuccessful, by binding arbitration in the governing law jurisdiction, unless both parties mutually agree otherwise in writing.

Acceptance and Acknowledgment

By signing below, the parties acknowledge that they have read, understand and agree to the terms set forth in this Design Revision Drawing memorandum, that the described revision conforms to the scope and compensation agreed, and that the Client authorizes the issuance of the revised drawing for its intended use subject to the terms herein.

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