Engineering Fees Agreement

ENGINEERING FEES AGREEMENT

This Engineering Fees Agreement (the Agreement) is entered into between Client Name: and Engineer Name: (each a Party and together the Parties) as of the Effective Date set forth below.

RECITALS

WHEREAS, Client requires professional engineering services in connection with certain design, analysis, and consulting tasks described herein; and

WHEREAS, Engineer is duly qualified, experienced, and capable of performing the required professional engineering services and desires to provide such services to Client in accordance with the terms of this Agreement; and

WHEREAS, the Parties desire to set forth the scope, compensation, schedule, confidentiality, and other terms governing Engineer's performance;

PARTIES & CONTACT INFORMATION

SCOPE OF WORK

Engineer shall provide the professional services described below (Services). The Services shall include, without limitation, preparation of engineering reports, drawings, calculations, specifications, project management, and consultation necessary to accomplish the objectives set forth by Client. The detailed description of scope, deliverables, milestone tasks, and acceptance criteria is set forth below and shall control the work to be performed.

PAYMENT TERMS

Client shall pay Engineer for the Services as set forth below. All payments shall be made in U.S. dollars unless otherwise agreed in writing. Engineer shall submit written invoices in accordance with the invoice schedule set forth below.

All fees are exclusive of applicable taxes and reimbursable expenses. Reimbursable expenses must be pre-approved in writing and will be invoiced at cost with supporting documentation. Overdue amounts shall accrue interest at the rate set forth above and Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate immediately for cause if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after written notice specifying the breach.

Upon termination, Engineer shall be paid for Services performed and expenses incurred through the effective date of termination, together with reasonable costs associated with orderly wind-down.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other relating to business, technical data, designs, drawings, specifications, pricing, and other proprietary matters. The receiving Party shall: (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted herein, and (c) use Confidential Information solely for the performance of this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the receiving Party; (ii) was in the receiving Party's possession prior to disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by the receiving Party without use of Confidential Information. Upon written request or termination, the receiving Party shall return or certify destruction of Confidential Information, except to the extent retention is required by law or professional obligation.

The Parties acknowledge that a breach of this confidentiality obligation would cause irreparable harm for which monetary damages may be inadequate and that the disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

INDEMNITY & PROFESSIONAL RESPONSIBILITY

Engineer shall perform Services in accordance with generally accepted professional engineering standards in the jurisdiction of the project. Engineer agrees to indemnify and hold harmless Client from claims, liabilities, and expenses arising solely from Engineer's negligent acts or omissions in the performance of the Services. Client shall indemnify Engineer for claims arising from Client's negligence, misuse of deliverables, or failure to provide accurate information.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence or willful misconduct, the total liability of Engineer to Client for any and all claims arising out of this Agreement shall not exceed the total amount paid to Engineer under this Agreement for the particular services giving rise to the claim.

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. Any legal action arising out of or related to this Agreement shall be brought in the state or federal courts located in that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits, attachments, and written scopes of work incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations, proposals, and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Engineer may assign to an affiliate or successor in interest. If any provision of this Agreement is held invalid, the remainder shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

REPRESENTATIONS

Engineer represents that it holds all necessary professional licenses and qualifications required to perform the Services and will maintain all required insurance and licenses for the duration of the Agreement. Client represents that it has authority to enter into this Agreement and to engage Engineer to perform the Services described herein.

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