Miscellaneous Final Drawing

MISCELLANEOUS FINAL DRAWING AGREEMENT

This Miscellaneous Final Drawing Agreement (the Agreement) is entered into as of between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client retained Contractor to prepare final design and construction drawings for Project: (the Project); and

WHEREAS, Contractor has prepared Final Drawing Number: dated , and the parties desire to set forth the terms governing delivery, review, acceptance, and final payment for the Final Drawing; and

WHEREAS, the parties intend this Agreement to govern the finalization and acceptance of the Final Drawing and related deliverables.

SCOPE OF WORK

Contractor shall deliver to Client one electronic and one printed set of the Final Drawing and all related specifications, schedules, and mark-ups (collectively, the Deliverables). Deliverables shall conform to the technical requirements described in the Scope of Work above and shall be subject to the Acceptance Procedure set forth below.

FINAL DRAWING ACCEPTANCE CHECKLIST

The parties shall use the following checklist in determining substantial compliance and acceptance of the Final Drawing. Client shall complete acceptance or identify deficiencies in writing within the Review Period below.

All dimensions complete and coordinated

Materials and specifications complete

Code compliance notes included

All revisions annotated and dated

PAYMENT TERMS

In consideration for the Deliverables, Client shall pay Contractor the Total Fee of USD, payable as follows.

Final payment for the Deliverables shall be due within days following Client's written acceptance of the Final Drawing. If Client fails to make any payment when due, interest shall accrue on the overdue amount at the rate of or the maximum lawful rate, whichever is less. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall terminate on End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may terminate for convenience upon providing days' prior written notice to the other party. Upon termination, Client shall pay Contractor for all Deliverables performed and reasonable wind-up costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall retain in confidence all Confidential Information disclosed by the other party and shall not disclose such information to third parties except as necessary to perform under this Agreement or as required by law. "Confidential Information" includes, without limitation, the Deliverables, pricing, technical data, and business information, but does not include information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is obtained from a third party not under an obligation of confidentiality.

INTELLECTUAL PROPERTY AND LICENSE

Contractor retains all copyright and other intellectual property rights in the underlying design concepts, standard details, and tools used in preparing the Final Drawing. Subject to full payment of amounts due, Contractor grants Client a non-exclusive, non-transferable license to use the Final Drawing for construction and permitting of the Project. Any reuse, modification, or use on other projects by Client or third parties without Contractor's written consent shall be at Client's risk and requires indemnification of Contractor for any resulting liabilities.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located within that state.

WARRANTIES, REPRESENTATIONS, AND LIMITATION OF LIABILITY

Contractor represents that the Deliverables will be prepared with the professional skill and care ordinarily provided by competent practitioners performing similar services. EXCEPT FOR THE FOREGOING WARRANTY, THE DELIVERABLES ARE PROVIDED "AS IS" AND CONTRACTOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID UNDER THIS AGREEMENT.

ENTIRE AGREEMENT

This Agreement, including all attachments and referenced documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations, or agreements, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

NOTICES

ACKNOWLEDGMENT

By signing below, each party acknowledges that it has read, understands, and agrees to be bound by the terms and conditions of this Agreement and that the individual signing on behalf of a party has authority to bind that party.

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