Engineering Project Form

ENGINEERING PROJECT AGREEMENT

Parties and Project Identification

This Agreement is entered into between Client Name: and Contractor Name: .

Project Title: — Project Location:

RECITALS

WHEREAS, Client requires engineering services for the Project described above and desires to engage Contractor to perform professional engineering and related services in accordance with the terms set forth herein; and

WHEREAS, Contractor represents that it is duly qualified, experienced, and licensed to perform the required engineering services and will perform such services in a competent and professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth their respective rights, responsibilities, scope, compensation, and the terms governing performance of the Project.

Scope of Work

Deliverables and Milestones

Deliverables shall include all drawings, calculations, specifications, reports, and other documentation identified below. Acceptance of deliverables shall be in writing within the acceptance period specified.

Due Date:    Payment on Completion:

Due Date:    Payment on Completion:

Payment Terms

Total Contract Price: .

Late Payment: If any undisputed sum due to Contractor is not paid within days after invoice due date, Client shall pay interest at per month (or the maximum lawful rate) and a late fee of for processing.

Term and Termination

Commencement Date: . Estimated Completion Date: .

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation and fails to cure within days following receipt of written notice. Either party may terminate for convenience upon days prior written notice; in such event, Contractor shall be paid for work performed and documented costs through the effective termination date.

Change Orders

All changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties prior to commencement of changed work. Change orders shall specify adjustments to scope, schedule, and compensation.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not disclose such information to third parties except as required by law or as necessary to perform obligations under this Agreement. Confidential Information does not include information that is publicly known through no fault of the receiving party or that is rightfully received from a third party without restriction.

Confidentiality Obligations survive termination for a period of years.

By checking this box, the signatory acknowledges and agrees to the confidentiality obligations set forth herein.

Insurance and Indemnity

Contractor shall maintain professional liability insurance with limits of not less than and general liability insurance with limits of not less than . Certificates shall be provided upon request.

Contractor shall indemnify, defend and hold harmless Client from claims arising out of Contractor's negligent performance of professional services, except to the extent caused by Client's negligence or willful misconduct.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county where the Project is located, unless the parties agree otherwise in writing.

Representations; Warranties

Each party represents that it has the authority to enter into this Agreement. Contractor warrants that services will be performed in a professional manner consistent with generally accepted engineering standards in the industry. Except as expressly set forth herein, no other warranties are made.

Entire Agreement

This Agreement, including any executed change orders and attachments, constitutes the entire agreement between the parties with respect to the Project and supersedes all prior negotiations, proposals, representations, or agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Acknowledgements

Each party acknowledges that it has read this Agreement, understands its terms, and has authority to execute the Agreement on behalf of the party. Execution may be in counterparts and delivered by electronic means, each of which shall be deemed an original.

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