Engineering Services Agreement

ENGINEERING SERVICES AGREEMENT

This Engineering Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: , a organized under the laws of with principal place of business at (hereinafter "Service Provider"), and Client Name: with principal place of business at (hereinafter "Client"). Service Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain engineering, design, and consulting services in connection with the project described as (the "Project"); and

WHEREAS, Service Provider has the professional skill, experience, and personnel necessary to perform the services described in this Agreement and is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the Project in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. Service Provider shall provide engineering services, including but not limited to planning, design, specifications, calculations, drawings, cost estimating, permitting assistance, and construction support (collectively, "Services") as specifically described in the Scope of Services attached hereto as Exhibit A and incorporated herein. A general summary of Services is:

1.2 Deliverables. Service Provider shall deliver to Client the reports, drawings, calculations, and other deliverables set forth in the Scope of Services or as otherwise agreed in writing. The schedule for delivery, including key milestones, shall be:

2. TERM; TERMINATION

2.1 Term. This Agreement shall commence on the Effective Date and continue in full force for a period of months, unless earlier terminated in accordance with this Agreement.

2.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other Party. In the event of termination for convenience, Client shall pay Service Provider for Services performed and reasonable costs incurred up to the effective date of termination.

2.3 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within fifteen (15) days after receipt of written notice specifying the breach; provided that nonpayment by Client shall be cured within ten (10) days to avoid termination for cause.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Service Provider fees as follows: (a) a lump sum of for the tasks identified in the Scope of Services, and/or (b) time-and-materials at the hourly rates set forth in the attached Rate Schedule.

3.2 Expenses. Client shall reimburse Service Provider for reasonable and pre-approved out-of-pocket expenses incurred in performing the Services, including reproduction, travel, courier, and permit fees, upon submission of documentation.

3.3 Invoicing and Payment. Service Provider shall invoice Client monthly or upon achievement of agreed milestones. Client shall pay undisputed invoices within days of receipt. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. CHANGES; CHANGE ORDERS

4.1 Change Orders. Either Party may request changes to the Services. No change shall be effective except by written Change Order signed by authorized representatives of both Parties specifying the change in scope, the effect on schedule, and any adjustment to fees or expenses.

5. STANDARD OF PERFORMANCE; WARRANTY

5.1 Professional Standard. Service Provider shall perform the Services with the professional skill and care ordinarily provided by competent engineers performing similar services in the same locality and under similar circumstances.

5.2 Limited Warranty. Service Provider warrants that deliverables will materially conform to the requirements of this Agreement for a period of days following acceptance. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of nonconforming Services at Service Provider's expense. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

6. INTELLECTUAL PROPERTY; WORK PRODUCT

6.1 Ownership. All intellectual property and work product created by Service Provider specifically for Client under this Agreement ("Work Product") shall be the property of subject to payment in full. To the extent Service Provider retains any pre-existing proprietary materials, Service Provider grants Client a non-exclusive, perpetual, royalty-free license to use such materials solely as incorporated in the Work Product delivered under this Agreement.

6.2 Use. Client's use of deliverables for purposes other than those expressly contemplated by this Agreement shall be at Client's sole risk and without liability to Service Provider, and Client shall indemnify Service Provider for claims arising from such unauthorized use.

7. CONFIDENTIALITY

7.1 Confidential Information. Each Party acknowledges that it may receive or have access to confidential or proprietary information of the other Party ("Confidential Information"). Confidential Information shall not include information that is: (a) already known to the receiving Party without an obligation of confidentiality; (b) publicly available other than by a breach of this Agreement; or (c) independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

7.2 Non-Disclosure. The receiving Party shall use Confidential Information solely for the purposes of performing this Agreement and shall not disclose Confidential Information to any third party except to its employees, consultants, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Service Provider. Service Provider shall indemnify and hold Client harmless from and against third-party claims to the extent arising out of Service Provider's negligent acts, errors or omissions in the performance of the Services, provided that Client gives prompt written notice and cooperates in the defense.

8.2 Indemnification by Client. Client shall indemnify and hold Service Provider harmless from and against third-party claims arising from Client's use of the deliverables for purposes not contemplated by this Agreement or Client's negligent acts.

8.3 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

9. INSURANCE

Service Provider shall maintain, at its expense, professional liability insurance with limits of not less than and commercial general liability insurance with limits of not less than per occurrence. Upon request, Service Provider shall provide certificates of insurance to Client.

10. SUBCONTRACTING; ASSIGNMENT

10.1 Subcontracting. Service Provider may engage subcontractors to perform portions of the Services, provided that Service Provider remains responsible for performance and compliance with this Agreement.

10.2 Assignment. Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that Service Provider may assign receivables to a financing institution without such consent.

11. INDEPENDENT CONTRACTOR; COMPLIANCE

The relationship of Service Provider to Client is that of an independent contractor. Service Provider shall be solely responsible for payment of wages, benefits, taxes and withholdings for its employees and for compliance with all applicable laws, codes, regulations, and professional licensing requirements.

12. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by written notice).

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. This Agreement may be amended only by a written instrument executed by duly authorized representatives of both Parties.

13.2 Waiver. The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or of the right to enforce it thereafter.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be treated as original signatures.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 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.

14.2 Entire Agreement. This Agreement, including any exhibits and schedules attached 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 oral or written.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Survival. Provisions of this Agreement that by their nature are intended to survive termination or expiration, including but not limited to payment, warranty limitations, confidentiality, indemnification and intellectual property provisions, shall so survive.

15.2 Remedies. Except as otherwise provided herein, the remedies provided in this Agreement are cumulative and not exclusive of any remedies available at law or in equity.

SIGNATURES

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