Project Final Floorplan

PROJECT FINAL FLOORPLAN

This Project Final Floorplan Agreement (the Agreement) is entered into as of by and between Client Name: and Designer/Contractor Name: .

RECITALS

WHEREAS, Designer/Contractor is engaged in the business of producing architectural and interior floorplanning documents and related deliverables and has represented that it possesses the necessary skill, personnel and resources to prepare the Final Floorplan for the Project described below; and

WHEREAS, Client desires to engage Designer/Contractor to prepare, deliver and finalize the Final Floorplan for the Project on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend this document to memorialize acceptance criteria, payment and other contractual terms that will govern delivery and final acceptance of the Project Final Floorplan.

PROJECT IDENTIFICATION

SCOPE OF WORK

Designer/Contractor shall prepare and deliver a complete Final Floorplan for the Project in accordance with the specifications agreed between the parties. The Final Floorplan shall incorporate previously approved schematic directions and the following deliverables (check all that apply and describe specifics where required).

PAYMENT TERMS

Client shall pay Designer/Contractor the Total Fee for the Final Floorplan as follows.

Payments are due net days from invoice receipt. Late payments shall incur a late fee equal to per month (or the maximum permitted by law) and collection costs, including reasonable attorneys' fees, in the event of nonpayment.

DELIVERY, ACCEPTANCE & REVISIONS

Designer/Contractor shall deliver the Final Floorplan to Client by electronic transmission and/or physical media on or before . Client shall have days following delivery to review and either accept the Final Floorplan or provide written comments identifying required revisions.

Allowed revision entitlement: Client is entitled to of revisions included in the Total Fee. Additional revisions shall be billed at .

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Termination for cause is permitted where the breaching party fails to cure a material breach within fifteen (15) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Designer/Contractor for services performed and deliverables provided through the effective date of termination, plus any non-cancellable costs incurred.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the Disclosing Party) in connection with this Agreement ("Confidential Information"). Confidential Information excludes information that (i) is or becomes publicly available through no breach of this Agreement by the Receiving Party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (iv) is required to be disclosed by law or valid court order (provided the Disclosing Party is given prompt notice to seek protective relief). The Receiving Party shall not use Confidential Information except to perform this Agreement and shall take reasonable measures to protect it. The obligations of confidentiality survive termination for a period of three (3) years or longer where required by applicable law.

INTELLECTUAL PROPERTY & LICENSE

Unless otherwise agreed in writing, Designer/Contractor retains copyright and ownership of original working files and proprietary methods. Upon full payment, Designer/Contractor grants Client a non-exclusive, non-transferable license to use the Final Floorplan deliverables for the Project as constructed at the Project Address. Any use beyond the Project requires additional license and compensation.

WARRANTY; DISCLAIMER

Designer/Contractor warrants that deliverables will materially conform to the Scope of Work at the time of delivery. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits and referenced documents expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior discussions, proposals, and agreements, whether oral or written. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

The parties are independent contractors. Neither party shall have authority to bind the other. If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect. Remedies provided herein are cumulative and not exclusive.

NOTICES

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