Project Building Template

PROJECT BUILDING TEMPLATE

This Project Building Agreement ("Agreement") is entered into as of by and between Client Name: , Address: and Contractor Name: , Address: .

WHEREAS

WHEREAS, Client seeks construction planning, coordination, and build services for the project described herein (the "Project"); and

WHEREAS, Contractor represents that it has the skill, personnel, licensing, and experience necessary to provide construction planning, project management, and building services required by Client; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the Project.

1. SCOPE OF WORK

Contractor shall perform the services and deliverables described below in conformance with the schedule and standards specified in this Agreement. Description of work, deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work field.

2. PAYMENT TERMS

Client shall pay Contractor for satisfactory performance in accordance with the following payment provisions. Contractor shall submit written invoices in support of amounts due. Unless otherwise specified, payments are due within the number of days indicated after receipt of invoice.

All payments due to Contractor are exclusive of applicable sales, use, value-added or similar taxes; Client shall be responsible for such taxes where required by law. Contractor shall provide itemized invoices showing work performed and amounts due under each invoice and milestone.

3. TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the notice period specified above. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay Contractor for work performed and expenses properly incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any proprietary, technical, business, or financial information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that, by its nature, is reasonably understood to be confidential ("Confidential Information"). The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is (a) publicly known through no breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and certify in writing that such action has been completed, except to the extent retention is required by law or internal compliance procedures.

5. REPRESENTATIONS, WARRANTIES & INDEPENDENT CONTRACTOR

Contractor represents and warrants that it will perform services in a professional and workmanlike manner, in accordance with generally accepted industry standards. Contractor is an independent contractor and not an employee, agent, or partner of Client. Contractor is solely responsible for all taxes, insurance, workers' compensation, and benefits for its personnel.

6. INSURANCE AND INDEMNIFICATION

Contractor shall maintain insurance customary for the nature of the Work, including commercial general liability and workers' compensation as required by applicable law. Contractor shall indemnify and hold harmless Client from and against claims, liabilities, losses, and expenses arising out of Contractor's negligence or willful misconduct in performing the Work, subject to any limits agreed in writing.

7. 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 submit to the exclusive jurisdiction of courts located in that state for any action arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including any incorporated Scope of Work and payment schedule, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. Any modification must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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