Project Work Drawings

PROJECT WORK DRAWINGS

This Project Work Drawings Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client requires preparation of project drawings, plans and related deliverables for the Project described herein; and

WHEREAS, Contractor has the professional skill, experience and capacity to prepare the drawings and related documentation in accordance with industry standards and the schedule set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms, scope, payment and rights related to the preparation, delivery and acceptance of Project Work Drawings.

SCOPE OF WORK

Contractor shall prepare and deliver the drawings and related documents described in this section (the "Work"). All Work shall conform to the standards of care customarily practiced by competent professionals performing similar services in the jurisdiction of the Project.

Deliverables (select all applicable): Concept sketches Construction drawings As-built drawings CAD files (DWG) PDF sets Shop drawings

Revisions included: . Additional revisions shall be provided only pursuant to a written change order and billed in accordance with the Change Orders clause.

PAYMENT TERMS

Total Fee for the Work: $

Invoices shall be paid within days of invoice date. Late payments will incur interest at the rate of % per month (or the maximum permitted by law), compounded monthly, until paid in full.

Expenses reasonably incurred by Contractor in connection with the Work (printing, courier, specialized plotting, third-party consultants) shall be reimbursed by Client if pre-approved in writing or if expressly set forth in the payment schedule.

DELIVERY AND ACCEPTANCE

Anticipated delivery date for first complete set of drawings: . Electronic delivery format: .

Client shall review delivered drawings and shall either accept or provide written comments within days of receipt. Failure to provide timely written comments shall be deemed acceptance of the delivered Work.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 14 days of written notice. Upon termination, Client shall pay Contractor for all Work performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other. "Confidential Information" means non-public information disclosed in connection with this Agreement that is marked confidential or would be reasonably understood to be confidential. Each party shall (i) use Confidential Information only for performance or enforcement of this Agreement, (ii) protect it using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care), and (iii) not disclose it to any third party except to employees, subcontractors or advisors who have a need to know and who are bound to protect such information. Confidentiality obligations shall survive termination for a period of three years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Subject to full payment of all amounts due under this Agreement, Contractor assigns to Client all right, title and interest in the final delivered drawings and documents prepared specifically for the Project. Contractor retains the right to use general knowledge, concepts, skills and experience acquired during performance and to display the Work in Contractor's portfolio. Contractor warrants that the Work shall be original and will not infringe third-party rights; Contractor shall, at its expense, defend Client against any claim alleging infringement and indemnify Client for losses arising from a final adjudication of infringement, provided Client gives prompt notice and reasonable cooperation.

WARRANTIES; LIMITATION OF LIABILITY

Contractor represents and warrants that the Work will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED, THE WORK IS PROVIDED "AS IS" AND CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID TO CONTRACTOR UNDER THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF LAW.

CHANGE ORDERS

Any change to the Scope of Work shall be made only by a written change order signed by both parties. Change orders shall set forth the change, the adjustment to schedule and compensation. Standard hourly rate for additional services: $ per hour.

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 conflict-of-law principles. The parties shall first attempt to resolve disputes by good faith negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county where the Project is located, except that either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

ENTIRE AGREEMENT

This Agreement, together with any signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

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