Project Plan Set

PROJECT PLAN SET AGREEMENT

Parties and Recitals

This Project Plan Set Agreement (the "Agreement") is entered into by and between:

WHEREAS, Client desires to obtain from Provider a set of project plans, drawings, specifications and related deliverables for the project identified as: Project Title: located at:

WHEREAS, Provider has the professional capability and agrees to prepare, coordinate and deliver the Project Plan Set pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement memorialize the scope, schedule, deliverables, compensation, and other terms governing the delivery and acceptance of the Project Plan Set.

Scope of Work

Provider shall prepare and deliver a coordinated Project Plan Set for the Project. The Project Plan Set shall include, at minimum, the components selected below and any additional items expressly described in the Scope of Work field.

Schedule and Milestones

The parties agree the Project schedule will follow the milestones set forth below. Dates specified are target dates; Provider shall use commercially reasonable efforts to meet them. Any change to milestone dates shall be documented in a written change order.

Revisions and Submittals

Provider shall permit up to the number of paid revisions described below. Revisions beyond that number will be treated as change orders subject to additional compensation at Provider's prevailing rates.

Acceptance Criteria

Payment Terms

Compensation for the Project Plan Set shall be as set forth below. Client shall pay Provider in accordance with the schedule and conditions specified. All fees are exclusive of taxes unless otherwise stated.

Term and Termination

This Agreement shall commence on the Effective Date and continue until final acceptance of the Project Plan Set or earlier termination in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above. Upon termination, Client shall pay Provider for all work performed and reimbursable expenses incurred through the effective date of termination, together with any reasonable close-out costs.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is (a) already lawfully known to the recipient, (b) in the public domain through no fault of the recipient, (c) rightfully received from a third party without a duty of confidentiality, or (d) independently developed by the recipient without use of the disclosing party's Confidential Information.

Recipient shall use Confidential Information solely to perform its obligations under this Agreement. Recipient shall restrict access to Confidential Information to personnel having a need to know and shall be responsible for breaches of confidentiality by such personnel. Upon written request or upon termination, Confidential Information and all copies shall be returned or destroyed as directed by the disclosing party.

Change Orders

Any change to the scope, schedule or fee shall be made only by written change order signed by both parties. Change orders shall identify the change, any adjustment to the fee, and any change to the schedule. Provider shall not be obligated to perform work outside the agreed scope absent a signed change order.

Insurance and Indemnity

Provider shall maintain professional liability and general liability insurance in commercially reasonable amounts during performance. Provider shall indemnify and hold Client harmless from claims arising from Provider's negligent acts, errors or omissions in the performance of professional services, to the extent permitted by applicable law; provided that Client gives prompt notice of any claim and cooperates in the defense.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of:

Any dispute arising under this Agreement shall be resolved by negotiation in good faith between senior representatives of the parties. If not resolved by negotiation within thirty (30) days, the dispute shall be submitted to mediation. If mediation does not resolve the dispute, either party may pursue other available remedies in the courts of the governing jurisdiction.

Entire Agreement

This Agreement, including all exhibits and any signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. Notices shall be deemed given upon personal delivery, delivery by nationally recognized courier, or three (3) days after deposit in the United States mail, postage prepaid, certified mail return receipt requested.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to a successor by merger or sale of substantially all of its assets. The invalidity of any provision shall not affect the remainder of this Agreement. Headings are for convenience only and do not affect interpretation.

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