Engineering Project Planning

Engineering Project Planning Agreement

Parties and Effective Date

This Engineering Project Planning Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Engineer Name: .

Whereas

WHEREAS, Client desires to engage Engineer to perform project planning, technical assessment and scheduling services in connection with the Project identified below; and

WHEREAS, Engineer represents that it possesses the professional qualifications, experience and competence necessary to perform the services described in this Agreement in a diligent, workmanlike and code-compliant manner; and

WHEREAS, the parties desire to set forth herein the terms, scope, compensation and other conditions under which Engineer will provide planning services for the Project.

Project Identification

Scope of Work

Engineer shall perform the engineering planning services described below pursuant to the schedules and deliverables set forth in this Agreement. The Scope shall include, without limitation: conceptual design planning, feasibility studies, preliminary specifications, schedule development, resource and cost estimating, regulatory interface planning, and preparation of planning deliverables necessary for subsequent design and procurement phases.

Payment Terms

Client shall pay Engineer the fees set forth in this section in consideration of the performance of the Scope of Work. Fees are exclusive of applicable taxes unless otherwise stated.

Engineer shall submit invoices in accordance with the Payment Schedule. Payment is due within days of invoice receipt. Overdue amounts shall incur a late charge of or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice specifying the breach.

Upon termination, Engineer shall deliver to Client all planning documents, work-in-progress and records for which Client has paid; Client shall pay Engineer for all services performed through the effective date of termination in accordance with the Payment Terms.

Confidentiality

Each party (Recipient) shall hold in confidence all non-public information disclosed by the other party (Discloser) 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"). Recipient shall not disclose Confidential Information to any third party except as necessary to perform under this Agreement and only on terms at least as protective as those herein.

Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of Recipient; (b) was known to Recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Upon request or upon termination, Recipient shall return or destroy Discloser's Confidential Information subject to retention required by law or professional obligations.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Engineer grants to Client a nonexclusive, perpetual, worldwide license to use the planning deliverables produced under this Agreement for the Project for which they were prepared. Engineer retains the right to reuse general know-how and experience developed in performing the services, provided such reuse does not disclose Client's Confidential Information or proprietary deliverables.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to that state's conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to binding arbitration before a neutral arbitrator selected by the parties, administered in the chosen jurisdiction, unless the parties agree otherwise in writing.

Representations and Warranties

Each party represents that it has full power and authority to enter into and perform its obligations under this Agreement. Engineer warrants that services will be performed in a professional manner consistent with generally accepted engineering practices. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ENGINEER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability

Except for liability resulting from gross negligence or willful misconduct, each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid to Engineer under this Agreement. Under no circumstances shall either party be liable for consequential, incidental, special or punitive damages.

Entire Agreement

This Agreement, including all schedules, exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Engineer may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses set forth above or such other address as a party designates by written notice.

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