Project Management Architectural Agreement

PROJECT MANAGEMENT ARCHITECTURAL AGREEMENT

Project Identification

Client Name:   Client Contact:

Service Provider Name:   Provider Contact:

Project Manager:   PM Contact:

Effective Date:   Site Address:

Recitals and Definitions

This Project Management Architectural Agreement (Agreement) is entered into by and between Client and Service Provider identified above. Service Provider agrees to provide architectural and project management services for the Project in accordance with the terms and conditions set forth below. Defined terms used in this Agreement carry the meanings ascribed to them in the text.

Scope of Work

The Service Provider shall perform services with the degree of care, skill and diligence normally provided by recognized architectural and project management professionals performing similar services. Any services not expressly identified in the Scope of Work shall be considered additional services subject to a written change order.

Deliverables and Acceptance Criteria

Deliverable 1 Due Date:

Deliverable 2 Due Date:

Final Acceptance shall occur following completion of deliverables, correction of punchlist items identified within days and written confirmation that Acceptance Criteria have been satisfied.

Timeline and Milestones

Project Start Date:   Projected Completion Date:

Milestone 1 Date:

Milestone 2 Date:

Budget and Payment

Total Contract Sum: $

Deposit Amount: $   Due on or before:

Milestone A Payment: $   Due Date:

Final Payment: $   Due upon Final Acceptance.

Invoices are due within days of invoice receipt. Overdue amounts accrue interest at a rate of % per annum or the maximum permitted by law, whichever is less.

Change Orders and Additional Services

Any changes to the Scope of Work shall be implemented only by a written Change Order signed by both parties specifying scope, schedule and compensation. Standard hourly rates for additional services: Architect $ per hour; Project Manager $ per hour.

Change Order request notice period: days prior to scheduled milestone where practicable.

Confidentiality and Intellectual Property

Each party shall maintain in confidence all proprietary or confidential information received from the other party and shall not disclose such information except to employees, consultants or contractors who have a need to know and are bound by equivalent confidentiality obligations. Confidentiality obligations shall continue for years following termination or expiration of this Agreement.

Intellectual Property: All design documents and deliverables prepared by Service Provider are instruments of service. Upon full payment, Service Provider grants Client a non-exclusive license to use the delivered documents for the Project. Reuse for other projects or modification without Service Provider's written consent is prohibited and relieves Service Provider of liability for such reuse.

Insurance, Indemnity and Liability

Service Provider shall maintain professional liability insurance with a minimum limit of $ and commercial general liability with limits of not less than $ per occurrence. Certificates evidencing coverage shall be provided upon request.

Indemnity: To the maximum extent permitted by law, each party agrees to indemnify and hold harmless the other party from claims, damages or liabilities arising from its negligent acts or omissions in the performance of this Agreement. Neither party's liability for any claim arising out of this Agreement shall exceed the total fees paid to Service Provider under this Agreement, except for liability arising from willful misconduct or gross negligence.

Termination

Either party may terminate this Agreement for cause upon days' written notice if the other party materially breaches the Agreement and fails to cure within such period. Upon termination, Service Provider shall be paid for services performed to the termination date, plus reasonable demobilization costs.

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 its conflict of laws principles. The parties shall first attempt to resolve disputes through good faith negotiation. If negotiation fails, the parties agree to submit the dispute to mediation prior to pursuing litigation. If mediation is unsuccessful, either party may pursue any remedy at law or equity.

Representations and Warranties

Client represents that it has the authority to engage Service Provider and will provide timely decisions, access to sites and information necessary for performance. Service Provider represents that it will perform services in accordance with applicable professional standards and that any drawings, specifications and documents prepared will be accurate to the best of its professional ability.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, courier, or hand delivery. Notice is effective upon receipt.

Acknowledgment

By signing below, the undersigned parties certify that they are authorized to enter into this Agreement, have read and understood its terms, and agree to be bound by them.

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