Engineering Project Letter

ENGINEERING PROJECT LETTER

Date:   Project Title:

Client Name:   Client Contact:

Engineer/Firm:   Engineer Contact:

Project Location:

RECITALS

WHEREAS, Client Name: desires to retain the services of Engineer/Firm: to provide engineering services for the Project described above; and

WHEREAS, Engineer represents that it is duly qualified, licensed where required, and experienced to perform such services, and agrees to perform the services in accordance with the terms and conditions set forth in this letter; and

WHEREAS, the parties wish to memorialize the scope, payment, schedule, confidentiality, and other key terms governing Engineer’s engagement on the Project.

SCOPE OF WORK

PAYMENT TERMS

Engineer will submit invoices to Client at the address indicated above. Amounts payable are due within days of invoice receipt.

Unpaid amounts shall accrue interest at the rate of per month (or the maximum lawful rate if less). Client will also reimburse Engineer for reasonable collection costs, including attorneys' fees, for amounts not paid when due.

TERM AND TERMINATION

This engagement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this engagement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach is not cured within 14 days after written notice.

Upon termination, Client shall pay Engineer for services performed and expenses incurred through the effective date of termination, in accordance with the payment terms above. Engineer shall deliver all completed and partially completed Work Products in its possession.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to third parties any confidential information received from the other party in connection with the Project, except to the extent such information: (a) is or becomes publicly available through no fault of the receiving party; (b) is lawfully received from a third party without restriction; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law or regulation, provided the disclosing party gives prompt notice to the other to allow a protective order or other remedy. Confidential information includes, but is not limited to, technical data, financial information, designs, specifications, and pricing.

GOVERNING LAW

This letter shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This letter, together with any attachments specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Modifications to this letter are only effective if made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Engineer shall perform services in a timely and professional manner consistent with industry standards. Client shall provide timely access to information, site access, and decisions necessary for Engineer to perform. Neither party shall be liable for delays caused by circumstances beyond its reasonable control.

Unless otherwise agreed in writing, Engineer’s liability to Client for any claim arising out of or relating to this engagement shall be limited to the amount paid to Engineer under this letter for the services giving rise to the claim, except where prohibited by law.

ACCEPTANCE

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms of this Engineering Project Letter.

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