Project Design Layout Template

PROJECT DESIGN LAYOUT TEMPLATE

This Project Design Layout Template (the "Agreement") is entered into effective as of Effective Date: by and between Client Name: and Designer Name: .

WHEREAS

WHEREAS, Client intends to engage Designer to prepare project design layouts, drawings, specifications and related deliverables in connection with the project identified as Project Name: located at Project Address: ; and

WHEREAS, Designer represents that Designer has the professional expertise, personnel and resources necessary to provide the design services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Designer will perform design layout services and Client will compensate Designer.

SCOPE OF WORK

Designer shall provide professional design layout services consistent with industry standards for projects of similar scope. Services shall include, without limitation, preparation of concept plans, schematic layouts, revisions, and final layout documents as described below.

Deliverable 1 Due Date:

Deliverable 2 Due Date:

Deliverable 3 Due Date:

PAYMENT TERMS

Client shall pay Designer the fees and expenses set forth below in consideration for the services and deliverables. All monetary references are in U.S. dollars unless otherwise indicated.

Any past-due amount shall accrue interest at a rate of per month (or the maximum lawful rate if less). In addition to interest, Client shall reimburse Designer for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within Cure Period: days after receipt of written notice. Termination for convenience by Client requires the notice period set forth above; Designer shall be paid for work performed and reasonable demobilization costs.

CONFIDENTIALITY

Each party shall hold in confidence all Confidential Information disclosed by the other party and shall not use or disclose such information except as required to perform under this Agreement. "Confidential Information" includes non-public technical, business and financial information and materials but excludes information that (a) is or becomes generally available to the public through no fault of the receiving party, (b) was already lawfully in the receiving party's possession prior to disclosure, or (c) is independently developed without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, receiving party shall, at disclosing party's option, return or destroy Confidential Information and certify destruction upon request.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Designer retains ownership of design concepts, working files, drafts and intellectual property created prior to or independent of this Agreement. Upon full payment of amounts due, Designer grants Client a non-exclusive license to use the final deliverables for the project identified in this Agreement. Any transfer of copyright or assignment shall be documented in a separate written instrument signed by both parties.

WARRANTIES, LIMITATIONS AND INDEMNITY

Designer warrants that the services will be performed with reasonable skill and care in accordance with customary industry standards. EXCEPT AS SET FORTH IN THIS SECTION, DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

To the maximum extent permitted by law, each party's total liability to the other for any claim arising out of or related to this Agreement shall not exceed the total fees paid to Designer under this Agreement. Neither party shall be liable for consequential, incidental, special, punitive or exemplary damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information specified below. Notices are effective upon receipt if delivered in person, by nationally recognized overnight courier, or by certified mail (return receipt requested).

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The rights and obligations of the parties under this Agreement are not assignable without the prior written consent of the other party, except that Designer may assign this Agreement to a successor in interest in connection with a merger or sale of substantially all of Designer's assets.

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