Engineering Project Proposal Template

ENGINEERING PROJECT PROPOSAL AND SERVICES AGREEMENT

Parties and Project Identification

Proposal Date:   Project Title:   Project Location:

Recitals

WHEREAS, Client requires professional engineering services for the Project identified above and desires to engage Engineer to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, Engineer represents that it possesses the professional qualifications, licenses, experience and personnel necessary to perform the services described in this Agreement, and agrees to perform such services in accordance with the standards of care customarily applied by professional engineers performing similar services in the jurisdiction identified in Governing Law below.

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

Scope of Work

Engineer shall provide professional engineering services for the Project including, but not limited to, the tasks described below. Services shall include preparation of documents suitable for permitting, design development, construction documents, specifications, and construction administration, as specifically itemized in the Scope of Work.

Payment Terms

Client shall pay Engineer for the services rendered in accordance with the following fee structure and schedule.

Invoices shall be submitted by Engineer in accordance with the Payment Schedule and are due and payable within days of invoice receipt. Past due amounts shall accrue interest at the rate of (or the maximum rate permitted by law, if less).

Unless otherwise agreed in writing, fees do not include sales, use or value-added taxes. Client shall be responsible for any taxes, fees, or duties assessed in connection with the services.

Term and Termination

This Agreement shall commence on and shall continue until completion of the services described in the Scope of Work or until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches its obligations and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Engineer shall be entitled to payment for services performed and reimbursable expenses incurred through the effective date of termination, including reasonable costs of close-out and documentation.

Confidentiality

Each party shall treat as Confidential Information all non-public information disclosed by the other party 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 excludes information that: (a) is or becomes publicly known through no wrongful act of the receiving party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

Upon termination or upon request, the receiving party shall return or destroy all copies of Confidential Information and certify in writing that it has done so within days.

Liability and Indemnification

Engineer's professional services shall be performed with the skill and care ordinarily exercised by members of the same profession under similar circumstances. Engineer's liability for any claim arising out of or related to this Agreement shall be limited to the amount of fees paid to Engineer for the services giving rise to the claim, except to the extent prohibited by law. Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's negligent acts or omissions in performing its obligations under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising under or related to this Agreement shall be resolved in the state or federal courts located in that State.

Entire Agreement; Amendments

This Agreement, including any attachments, exhibits or documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party shall assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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