Project Documentation Review

PROJECT DOCUMENTATION REVIEW AGREEMENT

Parties and Project Identification

Project Title:

Recitals

WHEREAS, Client has engaged Reviewer to conduct an independent review of project documentation, drawings, specifications and related materials (the Documentation) for the project identified above; and

WHEREAS, Reviewer represents that it has the necessary qualifications, personnel and experience to perform a documentation review and to provide a written report of findings, observations and recommended corrections; and

WHEREAS, the parties wish to set forth the terms under which Reviewer will perform the Documentation Review and Client will compensate Reviewer.

Scope of Work

Reviewer shall perform a review of the Documentation to determine conformance with applicable project requirements, identify omissions, inconsistencies and errors, and prepare a written Review Report. The Scope of Work includes review of the following categories:

Number of formal review cycles:    Acceptance period after delivery of final Report: days

Payment Terms

Client shall pay Reviewer the fees and expenses set forth below in exchange for the services and deliverables described in this Agreement. All fees are exclusive of applicable taxes unless otherwise noted.

Invoices are due within days of invoice date. Late payments shall accrue interest at % per month or the maximum rate permitted by law, whichever is less, and Client shall be responsible for reasonable collection costs.

Term and Termination

This Agreement shall be effective as of the Effective Date and shall continue until completion of the services unless earlier terminated in accordance with this section.

Effective Date:     Anticipated Completion Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breach is not cured within 14 days following written notice. Upon termination Reviewer shall deliver all work in progress and Client shall pay for all services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the Receiving Party) shall maintain in strict confidence all non-public information disclosed by the other party (the Disclosing Party) that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). The Receiving Party shall not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is received by the Receiving Party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

Representations, Warranties and Limitations

Reviewer represents that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, REVIEWER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO REVIEWER UNDER THIS AGREEMENT.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities and expenses arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If negotiation fails, the parties may pursue any available remedy in a court of competent jurisdiction in the designated state.

Entire Agreement; Amendment; Assignment

This Agreement, including all attachments and referenced documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties. Neither party may assign this Agreement without the prior written consent of the other, except that Reviewer may assign to an affiliate or in connection with a sale of substantially all of its business.

Miscellaneous Provisions

Notices shall be in writing and delivered to the addresses set forth above or such other address as a party designates by notice. If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

Signatures

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