Feasibility Project Design Template

FEASIBILITY PROJECT DESIGN TEMPLATE

This Feasibility Project Design Template ("Agreement") is entered into as of Effective Date: by and between Client Name: and Consultant Name: .

Client Address:   Consultant Address:

RECITALS

WHEREAS, Client seeks to evaluate the technical, regulatory, economic and schedule feasibility of the project described below; and

WHEREAS, Consultant possesses the professional expertise and resources necessary to conduct feasibility analysis and provide design deliverables in accordance with the scope defined herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Consultant will perform feasibility study, design development and related services.

PROJECT OVERVIEW

SCOPE OF WORK

Consultant shall perform the services described below (collectively, the "Services"). Services shall include professional analysis, preliminary design, cost estimating, permitting assessment and preparation of deliverables described in this Section. Consultant's work will be of standard skill and care customarily exercised by professionals performing similar services.

MILESTONES & SCHEDULE

Milestone 1: — Target Date:

Milestone 2: — Target Date:

Milestone 3: — Target Date:

PAYMENT TERMS

Total Fee (estimate or fixed):

Payment Type: Fixed Price Time & Materials

Late Payment Fee: % per month or flat fee:

Payments shall be due within days of invoice unless otherwise agreed in writing. All amounts are stated in the currency of record.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated pursuant to this Section.

Either party may terminate for convenience upon days' prior written notice. Termination for cause may be effected by the non-breaching party if the breaching party fails to cure a material breach within days after written notice. Upon termination, Consultant shall be paid for all work performed and documented costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical or financial information disclosed by either party in connection with this Agreement. Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents or contractors with a need-to-know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential materials, but in no event less than reasonable care. Confidential Information shall not include information that: (i) is or becomes publicly known through no breach; (ii) was rightfully known prior to disclosure; or (iii) is rightfully received from a third party without restriction.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Consultant grants Client a non-exclusive, perpetual, worldwide license to use deliverables prepared under this Agreement solely for Client's internal use upon full payment. Consultant retains ownership of its underlying methodologies, templates and pre-existing intellectual property. Any assignment of Consultant's intellectual property rights shall be effective only if made in a separate written instrument signed by both parties.

CHANGES AND CHANGE ORDERS

Any change to the Scope of Work shall be documented in a written change order signed by both parties describing the change, adjustments to price and schedule. Consultant shall not be required to perform work beyond the Scope without a signed change order.

WARRANTIES; LIMITATION OF LIABILITY

Consultant warrants that Services will be performed in a competent and professional manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, CONSULTANT PROVIDES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED OR THE TOTAL AMOUNTS PAID TO CONSULTANT UNDER THIS AGREEMENT, WHICHEVER IS LESS. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

ACCEPTANCE

GOVERNING LAW; ENTIRE AGREEMENT

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.

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

ASSUMPTIONS & CONDITIONS

NOTICES

Notices shall be given in writing and delivered to the addresses set forth above or such other address as either party designates by notice. Notice is effective upon personal delivery, confirmed facsimile or three (3) days after deposit with a recognized overnight courier.

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