Project Design Authority Document

PROJECT DESIGN AUTHORITY DOCUMENT

Parties & Project Identifiers

Recitals

WHEREAS, Client Name: desires to retain the Design Authority to provide design review, approvals, and governance for the Project Name: ; and

WHEREAS, Design Authority Name: has the requisite professional qualifications and authority to approve design deliverables, manage change control, and certify acceptance of design milestones for the foregoing project; and

WHEREAS, the parties wish to set forth the scope, payment, authority limits and procedures by which design decisions and changes will be governed effective as of Effective Date: .

Scope of Work

The Design Authority shall provide the following services, deliverables and responsibilities. The description below is intended to define mandatory obligations, acceptance criteria, design authority responsibilities and interfaces with Client personnel and Contractor teams.

Deliverables and Milestones

Deliverables shall be submitted in accordance with the schedule below. Each deliverable requires formal certification by the Design Authority before it is accepted by the Client.

Payment Terms

Total Contract Amount: $

Invoices shall be submitted to Billing Contact: , Invoice Address: .

Late payment shall accrue interest at % per month on the past due balance, or the maximum rate permitted by applicable law, whichever is lower.

Term and Termination

This Agreement commences on Effective Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date.

Either party may terminate for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Design Authority Powers, Change Control & Approvals

The Design Authority is vested with authority to review and approve design deliverables, certify acceptance of milestones, and to authorize changes subject to the following limits and process.

Design Authority shall not approve changes that would result in aggregate cost increases in excess of the Approval Threshold without prior written consent of the Client. All approvals shall be documented in writing and appended to the project record.

Confidentiality

Each party acknowledges that, in connection with the performance of this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to those employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than this provision; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

The obligations under this section shall continue for years following termination or expiration of this Agreement, except as otherwise required by law.

Intellectual Property & Deliverable Ownership

Unless otherwise agreed in writing, all design documents, drawings, calculations and deliverables created by the Design Authority specifically for the Project shall be owned by the Client upon full payment, subject to the Design Authority's right to retain copies for record and regulatory compliance. The Design Authority represents that it has the right to grant such ownership and that deliverables will not infringe third-party intellectual property rights.

Representations, Warranties & Liability

Each party represents that it has full power and authority to enter into this Agreement. The Design Authority warrants that services will be performed in a professional manner consistent with industry standards. Except for wilful misconduct or gross negligence, neither party shall be liable for indirect, incidental or consequential damages. The aggregate liability of the Design Authority for claims arising out of this Agreement shall be limited to the total fees paid to the Design Authority under this Agreement, except in cases of fraud or willful misconduct.

Governing Law & Entire Agreement

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

This document, including any appendices and written change orders executed in accordance with the Change Control Procedure, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and communications, whether written or oral. No amendment shall be binding unless executed in writing by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be in writing and delivered to the addresses provided by the parties. If any provision is held unenforceable, the remainder shall continue in full force and effect. The parties agree to attempt good faith resolution of disputes prior to initiating formal proceedings.

Sign Now