Legal AIA Agreement

LEGAL AIA AGREEMENT

This Agreement is made as of Effective Date: , between Client Name: and Architect Name: (collectively, the "Parties").

RECITALS

WHEREAS, Client is the owner or authorized representative of the project identified as Project Name: located at Project Address: ; and

WHEREAS, Architect is duly licensed and qualified to provide architectural and related professional services for design, documentation and construction administration for the Project; and

WHEREAS, the Parties desire to set forth their agreements regarding the scope, compensation, schedule and allocation of risk for the delivery of the Project.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. SCOPE OF SERVICES

1.1 Architect shall provide professional architectural services for the Project, including conceptual design, schematic design, design development, construction documents, and construction administration as set forth in Project Scope below and in any attached exhibits. Architect shall perform in a professional manner consistent with the standard of care for architects licensed in the jurisdiction of the Project.

2. COMPENSATION

2.1 Client shall pay Architect for services rendered an amount determined as follows: Fee Type: . The initial contract sum for Basic Services shall be: $.

2.2 Reimbursable expenses include printing, travel, and consultant services as authorized in writing. Architect shall submit invoices monthly; undisputed amounts are due within Days: days of invoice.

3. SCHEDULE

3.1 Architect shall use commercially reasonable efforts to achieve the Project schedule, but Client acknowledges that changes, permitting delays, unforeseen site conditions, and owner-directed modifications may extend the schedule. Architect shall not be liable for delays beyond Architect's reasonable control.

4. CHANGES AND CHANGE ORDERS

4.1 Any change in the Scope of Services or the Contract Sum shall be made by a written amendment or change order executed by both Parties. Architect shall notify Client in writing of the effect of any requested change on the schedule and compensation prior to proceeding.

5. TERMINATION

5.1 This Agreement may be terminated by either Party upon written notice if the other Party materially breaches this Agreement and fails to cure within Days: days after receipt of written notice specifying the breach. Upon termination for convenience by Client, Architect shall be entitled to payment for services performed and reimbursable expenses incurred to the date of termination, together with termination expenses.

6. INDEMNIFICATION

6.1 Architect shall indemnify and hold harmless Client from claims arising from Architect's negligent performance of professional services to the extent caused by Architect's negligence. Client shall indemnify and hold harmless Architect from claims arising from Client's negligent acts or omissions, except to the extent caused by Architect's negligence. Each indemnity is subject to applicable law and limitations on damages set forth herein.

7. INSURANCE

7.1 Architect shall maintain professional liability insurance with a minimum limit of $ and commercial general liability in reasonable limits customary for the Project. Certificates of insurance shall be provided upon request.

8. INTELLECTUAL PROPERTY

8.1 Subject to payment in full of amounts due, Architect grants Client a nonexclusive license to use the Instruments of Service for construction and operation of the Project. Architect retains ownership of its documents, designs, models, and drawings. Any reuse of Architect's documents without Architect's written consent shall be at Client's risk and Client shall indemnify Architect for such reuse.

9. CONFIDENTIALITY

9.1 Each Party shall treat as confidential all information obtained from the other Party that is identified as confidential or would reasonably be understood to be confidential, and shall not disclose such information except as required by law or with prior written consent.

10. DISPUTE RESOLUTION

10.1 The Parties shall first attempt to resolve disputes through good-faith negotiation between senior representatives. If negotiation fails, the Parties agree to submit disputes to binding arbitration pursuant to rules selected by mutual agreement in the jurisdiction specified below. Judgment upon an arbitration award may be entered in any court having jurisdiction.

11. NOTICES

11.1 All notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or commercial courier, and shall be effective upon receipt.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Governing State: , without regard to conflict of law principles.

12.2 Entire Agreement. This Agreement, including all exhibits and attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations and agreements.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

13.2 Waiver. The failure of either Party to enforce any provision shall not constitute a waiver of that provision or any other provision.

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 instrument.

ADDITIONAL PROVISIONS

PARTY INFORMATION

Corporation    LLC    Individual

Corporation    LLC    Individual

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