Professional Prime Contract

PROFESSIONAL PRIME CONTRACT

This Professional Prime Contract (the Agreement) is made as of Effective Date: by and between Client Name: , with principal place of business at ("Client"), and Prime Contractor Name: , with principal place of business at ("Contractor"). Client and Contractor are each a Party and jointly the Parties.

RECITALS

WHEREAS, Client desires to obtain professional services for the project described as Project Title: located at Project Location: pursuant to the terms set forth herein;

WHEREAS, Contractor represents that it has the requisite experience, personnel, licenses and resources to perform the professional and construction management services described in this Agreement;

WHEREAS, the Parties intend for this Agreement to constitute the entire agreement between them with respect to the subject matter hereof.

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

1. SCOPE OF WORK

1.1 Contractor shall perform the professional services and deliverables set forth in the scope attached hereto or described below. The general scope is:

1.2 Contractor shall provide qualified personnel, supervision and equipment necessary to perform the services in a professional and workmanlike manner in accordance with industry standards.

2. CONTRACT TIME AND SCHEDULE

2.1 Work shall commence on Commencement Date: and Contractor shall achieve Substantial Completion by Completion Date: , subject to timely receipt of Client approvals and any excusable delays.

2.2 Time is of the essence. Contractor shall submit a proposed schedule within ten (10) days of the Effective Date for Client's review; approval shall not be unreasonably withheld.

3. COMPENSATION

3.1 Client shall pay Contractor the total Contract Sum of $ for performance of the Work, subject to additions and deductions pursuant to approved Change Orders.

3.2 Invoices shall be submitted in accordance with the payment schedule. Payment shall be due Net days after receipt and approval of a properly submitted invoice. Late payments shall accrue interest at Rate: .

4. CHANGES AND CHANGE ORDERS

4.1 All changes to the Scope of Work that affect cost or time must be authorized by a written Change Order signed by both Parties. A Change Order shall describe the change, adjustment to the Contract Sum and the adjustment to the Contract Time.

4.2 If the Parties cannot agree on the price or time impact of a proposed change, Contractor may proceed pursuant to an equitable adjustment determined in accordance with industry practice and the dispute resolution provisions of this Agreement.

5. SUBCONTRACTORS

5.1 Contractor may subcontract portions of the Work, provided Contractor remains responsible for the performance of its subcontractors and obtains Client's prior written consent for any key trade subcontractors. Contractor shall require subcontractors to comply with the provisions of this Agreement to the extent applicable.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Contractor represents and warrants that the Work will be performed in a professional manner in accordance with applicable codes, laws and industry standards for a period of Warranty Period: from Substantial Completion. Contractor shall, at its expense, correct defects arising from nonconforming Work discovered during the warranty period.

7. INSURANCE AND INDEMNITY

7.1 Contractor shall maintain insurance types and limits customary for the scope, including commercial general liability, professional liability and workers' compensation, with limits as follows: General Liability $; Professional Liability $.

7.2 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Client and its officers, directors and agents from and against claims, damages, losses and expenses arising out of Contractor's performance of the Work, except to the extent caused by Client's gross negligence or willful misconduct.

8. CONFIDENTIALITY

8.1 Each Party shall keep confidential all non-public information disclosed by the other Party that is designated confidential or which a reasonable person would understand to be confidential, and shall not use such information except to perform under this Agreement. Confidentiality obligations shall survive termination for a period of Confidentiality Period: .

9. INTELLECTUAL PROPERTY

9.1 Unless otherwise agreed in writing, Contractor grants Client a non-exclusive, perpetual, worldwide license to use deliverables produced under this Agreement for Client's intended project. Contractor shall retain underlying intellectual property rights in Contractor's pre-existing materials and methodologies.

10. TERMINATION

10.1 Client may terminate this Agreement for convenience upon written notice to Contractor with Advance Notice: days, in which case Contractor shall be paid for Work performed to the date of termination and reasonable demobilization costs.

10.2 Either Party may terminate for cause if the other Party materially breaches this Agreement and fails to cure such breach within Cure Period: days after written notice.

11. DISPUTE RESOLUTION

11.1 The Parties shall attempt in good faith to resolve disputes by escalation to senior representatives. If unresolved within thirty (30) days, disputes shall be submitted to non-binding mediation. If mediation fails, disputes shall be finally resolved by binding arbitration in accordance with the arbitration rules selected by the Parties. The seat of arbitration and governing law are set forth below.

12. GOVERNING LAW; ATTORNEYS' FEES

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

12.2 The prevailing Party in any arbitration or litigation arising out of this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

13. NOTICES

13.1 All notices required or permitted hereunder shall be in writing and delivered to the Parties at the addresses set forth below or to such other address as a Party may designate by notice.

14. AMENDMENTS; WAIVER; SEVERABILITY; ENTIRE AGREEMENT

14.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

14.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the Parties' intent.

14.3 This Agreement, including any exhibits or schedules incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral.

15. MISCELLANEOUS

15.1 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.

15.2 Relationship of Parties. The Parties are independent contracting entities and nothing in this Agreement shall create an employment, joint venture or agency relationship.

SIGNATURES

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