Project Design Report

PROJECT DESIGN REPORT & AGREEMENT

Project Identification

Parties

Client Name:     Client Contact:

Recitals

WHEREAS, Client Name: desires to engage Designer to prepare design documents, calculations and related deliverables for the Project identified above;

WHEREAS, Designer Company: represents it has the necessary professional qualifications, skill and experience to perform the services described in this Project Design Report and Agreement;

WHEREAS, the parties wish to set forth the scope, schedule, compensation and other terms under which Designer will perform the services and produce the Project deliverables.

Scope of Work

The Designer shall perform the professional services described below and as further detailed in attached drawings and schedules. The services shall include necessary coordination, calculations, and revisions required to obtain Client approval and to achieve the listed deliverables.

Design Criteria, Assumptions & Exclusions

Schedule & Acceptance

Scheduled Submittal Date for Initial Deliverables:

Payment Terms

Client shall pay Designer the compensation described below in exchange for the services and deliverables identified in this report.

Late Payment: Interest shall accrue on past-due amounts at the greater of (i) % per month simple interest or (ii) a flat late fee of . Client is responsible for reasonable collection costs and attorney fees incurred to collect overdue amounts.

Term and Termination

Term Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure within days after written notice. Client may terminate for convenience upon days' prior written notice; Designer shall be paid for services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party shall hold confidential and not disclose to any third party, without prior written consent, any non-public technical, business or financial information disclosed by the other party in connection with this Agreement. Confidential information does not include information which is or becomes publicly available through no breach of this Agreement, is lawfully received from a third party, or is independently developed by the receiving party. Designer may disclose Confidential Information to those employees, subcontractors or consultants with a need to know, provided such persons are bound by confidentiality obligations no less restrictive than those contained herein.

Liability & Professional Standard

Designer shall perform services in accordance with the professional standard of care reasonably expected of designers performing similar services under like circumstances. Designer's liability for claims arising from performance of services shall be limited to direct damages and shall not include consequential, incidental or punitive damages, except as prohibited by law. Nothing in this paragraph shall limit Designer's liability for willful misconduct or gross negligence to the extent allowed by law.

Change Orders

Attachments & Supporting Documents

Attachments included (check as appropriate): Drawings Specifications Calculations Other

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The parties agree that any dispute arising from this Agreement shall be brought exclusively in the state or federal courts located within that State unless otherwise mutually agreed in writing.

Entire Agreement

This Project Design Report and Agreement, including any attachments and written change orders executed by both parties, constitutes the entire agreement between Client and Designer with respect to the subject matter hereof and supersedes all prior agreements, proposals, representations and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Certifications

By signing below, each party certifies that it has authority to enter into this Agreement and that the information contained in this Project Design Report is accurate to the best of its knowledge. Each party agrees to perform its obligations in good faith and to cooperate with the other party to achieve the Project objectives.

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