Engineering Company Operations Agreement

Engineering Company Operations Agreement

This Engineering Company Operations Agreement (the "Agreement") is entered into by and between:

Client Name:     Engineering Company Name:

RECITALS

WHEREAS, the Engineering Company is engaged in the business of providing engineering, project management, technical oversight and related professional services; and

WHEREAS, the Client requires engineering and operational services for projects described in this Agreement and desires to engage the Engineering Company to perform such services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF WORK

The Engineering Company shall perform professional engineering and operational services as set forth below. The parties may attach project exhibits and statements of work as needed. Describe the agreed services in detail:

2. PAYMENT TERMS

In consideration for services rendered, the Client shall pay the Engineering Company in accordance with the following terms:

Unless otherwise specified in the payment schedule, invoices are due within days from invoice date. Invoices shall state hours, rates, expenses, and milestone details sufficient for Client review.

Unpaid amounts shall accrue interest at or the maximum rate permitted by law, whichever is less. Client shall also reimburse reasonable collection costs and attorneys' fees.

3. TERM AND TERMINATION

This Agreement commences on Start Date and continues until End Date unless earlier terminated pursuant to this Section.

Effective Date:     Termination Date:

Either party may terminate this Agreement for convenience upon prior written notice of days. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Confidentiality Obligation Period: Confidential Information shall be kept confidential for years following disclosure, except that trade secrets shall remain protected for as long as they meet the statutory definition of trade secret.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, the Engineering Company shall retain ownership of pre-existing intellectual property and tools used in performance of services. Subject to full payment of amounts due, the Engineering Company hereby grants the Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for the Client's internal purposes. Any new inventions, designs or works specifically created for the Client and expressly identified as "Work Product" in a deliverable shall be owned by the Client upon full payment; the Engineering Company shall execute assignments as reasonably requested.

6. INSURANCE; INDEMNIFICATION; LIMITATION OF LIABILITY

The Engineering Company shall maintain commercial general liability insurance and professional liability (errors & omissions) insurance in commercially reasonable amounts. Minimum insurance coverage:

Indemnification: Each party shall indemnify and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performing this Agreement, subject to applicable law and monetary limitations set forth herein.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of each party arising from or related to this Agreement shall not exceed the total fees paid by the Client to the Engineering Company under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

7. COMPLIANCE WITH LAWS AND SUBCONTRACTING

The Engineering Company shall perform services in compliance with applicable laws, codes and professional standards. The Engineering Company may engage subcontractors with prior written notice to the Client; however, the Engineering Company remains fully responsible for subcontractor performance and payment.

  The Engineering Company may subcontract portions of the work subject to the terms of this Agreement.

8. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties shall attempt to resolve disputes in good faith through negotiation. If unresolved within thirty (30) days, disputes shall be submitted to mediation prior to commencement of litigation. Nothing in this Agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits, appendices and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements and understandings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

11. SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.

12. ADDITIONAL PROVISIONS

The parties have executed this Agreement by their duly authorized representatives as of the dates indicated below.

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