Drawing Updates Document

DRAWING UPDATES DOCUMENT

This Drawing Updates Document (the "Document") is made effective as of by and between:

Client Name:    Contractor Name:

RECITALS

WHEREAS, Client and Contractor are parties to a principal agreement for professional services and construction administration identified as Project: (the "Project");

WHEREAS, Contractor has prepared certain updates, revisions and clarifications to the Project drawings and related documents, identified herein as Drawing Update No. , dated ;

WHEREAS, the purpose of this Document is to memorialize the scope, schedule, cost impact (if any), and the parties' obligations with respect to the described drawing updates.

SCOPE OF WORK

Contractor shall perform the following drawing update services, consistent with the original contract documents and applicable codes. Contractor warrants that the updates will be prepared by qualified personnel and shall be coordinated with existing drawings and specifications.

Revised Sheets    Detail Drawings    Specification Revisions    Other (describe below)

PAYMENT TERMS

Unless otherwise agreed in writing, compensation for the drawing updates shall be as set forth below. Any changes to compensation require a written change order executed by authorized representatives of both parties.

If any invoice is not paid within days after the due date, interest shall accrue at the rate of or the maximum lawful rate, whichever is less.

TERM AND TERMINATION

This Document shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Document for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination does not relieve either party of obligations accrued prior to termination, including payment for work performed and deliverables accepted.

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 shall not include information that: (a) is or becomes generally available to the public other than by a breach of this Document; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party.

The receiving party shall use Confidential Information solely for the purpose of performing obligations under this Document and shall take reasonable measures to protect Confidential Information from unauthorized use or disclosure. If disclosure is required by law, the receiving party shall provide prompt written notice to the disclosing party and cooperate in any reasonable efforts to limit the disclosure.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Document, together with any referenced drawings and 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 written or oral. Any amendment or modification to this Document must be made in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Contractor warrants that the drawing updates shall conform to applicable codes and shall be consistent with the Project design intent. Client shall review deliverables within a reasonable time and provide timely decisions. Unless otherwise stated, the delivery of updated drawings does not, by itself, authorize work beyond the scope of the existing construction contract; any additional work shall be governed by change order procedures.

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