Project Scope and Drawings

PROJECT SCOPE AND DRAWINGS

Parties and Background

This Project Scope and Drawings Agreement (the Agreement) is entered into between Client Name: and Contractor Name: .

Project Title: Project Location:

WHEREAS

WHEREAS, Client desires to engage Contractor to prepare and deliver design documents, drawings, specifications and related scope deliverables for the Project in accordance with the terms set forth herein; and

WHEREAS, Contractor represents that it possesses the necessary professional expertise, personnel and resources to prepare the required drawings and to perform the services described in the Scope of Work; and

WHEREAS, the parties wish to set forth their mutual rights and obligations regarding the preparation, delivery, review and acceptance of drawings and related scope documents.

Scope of Work

Drawings and Documentation

The following drawings and documents constitute the baseline deliverables for the Project. Contractor shall produce each drawing in accordance with applicable industry standards and shall indicate revision numbers and dates on each sheet.

Title: Revision: Delivery Date: Attached:

Title: Revision: Delivery Date: Attached:

Title: Revision: Delivery Date: Attached:

Contractor warrants that all drawings shall be consistent with the Scope of Work and shall be provided in editable electronic format upon Client request.

Payment Terms

Late Fee: Interest on overdue amounts shall accrue at the lesser of (i) per month or (ii) the maximum rate permitted by law. In addition, Client may assess a late administrative fee of for each late invoice.

Invoices shall be submitted to Billing Contact: Billing Address:

Term and Termination

Term Commencement Date: Term End Date:

Either party may terminate this Agreement for convenience upon written notice delivered to the other party not less than days prior to the effective termination date. Termination for cause may be effected immediately upon written notice if the breaching party fails to cure a material breach within 15 days after receipt of written notice of such breach.

Upon termination, Contractor shall deliver to Client all completed and in-progress drawings and shall invoice Client for work performed through the effective date of termination. Client shall pay all undisputed amounts within 30 days of receipt of final invoice.

Confidentiality

For the purposes of this Agreement, Confidential Information means all non-public information disclosed by a party (Disclosing Party) to the other party (Recipient), whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including drawings, specifications, cost data and proprietary methods.

Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to employees, agents and subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by Recipient; (ii) was known to Recipient prior to disclosure by Disclosing Party; (iii) is received from a third party without restriction and without breach of a confidentiality obligation; or (iv) is independently developed by Recipient without use of Disclosing Party's Confidential Information.

The obligations set forth in this section survive termination of this Agreement for a period of three (3) years, provided that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law. Remedies for breach include injunctive relief and recovery of actual damages.

Representations and Warranties

Contractor represents and warrants that (i) it has the full power and authority to enter into this Agreement; (ii) services will be performed in a professional and workmanlike manner consistent with industry standards; and (iii) drawings will not knowingly infringe the intellectual property rights of third parties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CONTRACTOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

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 choice of law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the county where Client's principal place of business is located, subject to the arbitrator's authority to award costs and attorneys' fees where permitted by law.

Indemnification and Insurance

Contractor shall indemnify, defend and hold Client harmless from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts, errors or omissions in the performance of services under this Agreement. Contractor shall maintain professional liability insurance and general liability insurance in commercially reasonable amounts and provide certificates of insurance upon request.

Entire Agreement

This Agreement, including the Scope of Work and the Drawings identified herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous oral and written agreements, understandings and representations. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Contractor may assign to a successor in interest in connection with a sale of substantially all of its assets or a merger.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the billing address or other address designated in writing by the parties.

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