Design Updated Drawings

Design Updated Drawings

This Design Updated Drawings Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with address: and Designer Name: with address: .

WHEREAS

WHEREAS, Client has engaged Designer to produce updated design drawings, revisions and related deliverables for the project identified as Project Name: ; and

WHEREAS, Designer represents that Designer possesses the necessary professional skill, experience and resources to prepare and deliver the Updated Drawings in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to preparation, delivery, review and acceptance of the Updated Drawings.

SCOPE OF WORK

PAYMENT TERMS

Total Fee for Updated Drawings: $ . Payment shall be made in accordance with the schedule below.

Invoices are due within days of invoice date. A late fee equal to per month on unpaid amounts shall accrue until paid in full. Client agrees to reimburse Designer for reasonable collection costs and attorneys' fees for past due balances.

TERM AND TERMINATION

Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice specifying the breach. Upon termination for any reason, Designer shall deliver completed work and Client shall pay Designer for services performed and reimbursable expenses incurred through the effective date of termination, including work-in-progress.

CONFIDENTIALITY

Each party shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is publicly known through no fault of the receiving party, independently developed without use of the disclosing party's Confidential Information, or rightfully received from a third party without restriction. The receiving party shall not disclose Confidential Information to third parties and shall use the Confidential Information only for performance under this Agreement.

Confidentiality Obligation Period: years following disclosure, except where a longer period is required by applicable law.

INTELLECTUAL PROPERTY

Designer retains all copyright and other intellectual property rights in design documents, drawings, models and related material created by Designer, subject to a limited, non-exclusive, non-transferable license to Client to use the Updated Drawings for the Project only, provided Client has paid Designer in full for such documents. Any reuse of the Updated Drawings by Client for other projects or after termination without Designer's written authorization shall be at Client's sole risk and expense and shall require an express license and additional compensation to Designer.

ACCEPTANCE AND REVIEW

Client shall review submitted Updated Drawings within days of delivery and shall provide written acceptance or a consolidated list of comments and requested revisions. Failure to provide timely written comments shall be deemed acceptance of the deliverables for the purposes of progressing to the next stage.

WARRANTIES; LIMITATION OF LIABILITY

Designer warrants that services will be performed with reasonable skill and care in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, DESIGNER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, EXCEPT FOR LIABILITY ARISING FROM 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 conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits, attachments and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, representations and agreements, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

Notices under this Agreement shall be sent to the contact persons below at the addresses provided and shall be deemed given when delivered in accordance with the parties' customary business practices.

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