Design Review Agreement

DESIGN REVIEW AGREEMENT

Parties and Effective Date

This Design Review Agreement (the Agreement) is entered into by and between:

Effective Date:

Whereas

WHEREAS, Client has engaged Reviewer to provide expert review, critique, and recommendations regarding the Client's design materials and concepts for the project titled (the Project);

WHEREAS, Reviewer represents that Reviewer possesses the professional expertise to perform a technical and aesthetic review of the Project and to prepare written comments, markups, and recommendations;

WHEREAS, the parties desire to set forth the scope, deliverables, payment, confidentiality obligations, and other terms governing Reviewer's provision of Design Review services.

Scope of Work

Reviewer shall perform the design review services described below. The services shall include evaluation of provided design materials, preparation of written review comments, optional redline markups, and a final summary memorandum of findings and recommendations.

Payment Terms

Client shall pay Reviewer for the services set forth herein in accordance with the following terms.

Late payments shall incur interest at the lesser of: on the unpaid balance, and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Reviewer to secure payment.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Termination for cause shall be permitted upon a material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach.

Upon termination, Reviewer shall deliver to Client all completed deliverables and all work in progress for which Client has paid. Client shall pay Reviewer for all services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential under the circumstances. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to the receiving party without restriction prior to disclosure as evidenced by written records; (c) is rightfully received from a third party without obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own similarly sensitive information, but in no event less than reasonable care. The receiving party shall use Confidential Information solely for the performance of its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. If disclosure is required by law, the receiving party shall provide prompt notice and cooperate to seek confidential treatment or other protective relief where available.

Intellectual Property & Use of Review Materials

Client represents and warrants that Client has the right to provide the design materials to Reviewer for review. Reviewer retains ownership of Reviewer's pre-existing intellectual property, methodologies, and templates. Review comments, redlines, and summary memoranda prepared by Reviewer in connection with the Project shall be deemed deliverables. Upon full payment of fees due for the applicable deliverable, Reviewer grants Client a non-exclusive, non-transferable license to use the deliverables solely for the Project. This Agreement does not transfer to Client any rights in Reviewer's underlying proprietary tools, software, or know-how.

Limitation of Liability and Indemnification

Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, including lost profits, even if advised of the possibility of such damages. Reviewer's total aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Reviewer under this Agreement with respect to the services that give rise to the claim.

Client shall indemnify, defend, and hold Reviewer harmless from and against any third-party claims arising from Client's breach of representations, Client-provided materials, or Client's negligent use of the deliverables, except to the extent such claims result from Reviewer's gross negligence or willful misconduct.

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. Venue for any action arising out of this Agreement shall be in the state or federal courts located in the county specified by the governing law state unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments

This Agreement 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. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may specify in writing.

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