Property Development Concept

PROPERTY DEVELOPMENT CONCEPT

Parties

Client Name:

LLC Corporation Individual Other

Developer Name:

LLC Corporation Individual Other

Recitals

WHEREAS, Client desires to evaluate and advance a preliminary concept for development of real property described as: Project Title: and commonly located at Site Address: ; and

WHEREAS, Developer has expertise in land use analysis, conceptual design, cost estimating and feasibility assessments and is willing to prepare a Concept Package for Client pursuant to the terms set forth herein; and

WHEREAS, the parties intend that this Property Development Concept will set forth the preliminary scope, budget estimate and schedule for evaluation and early-stage decision making and that any subsequent development agreement will be negotiated separately.

Scope of Work

Deliverables shall include, at minimum: conceptual site plan, massing diagrams, high-level unit/space schedule, order-of-magnitude cost estimate, preliminary phasing and regulatory constraints memo. Any additional tasks shall be documented in writing and executed as an amendment.

Payment Terms

Payments are due within days of invoice. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client is responsible for reasonable out-of-pocket costs incurred by Developer in performance of the Scope of Work, provided such costs are pre-approved by Client.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure within 30 days after written notice of such breach. Upon termination, Developer shall deliver all completed work and Client shall pay Developer for work performed and costs incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical, planning or operational information disclosed in connection with this Agreement. Each party shall (i) use Confidential Information solely to perform under this Agreement; (ii) restrict disclosure to employees, consultants or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (iii) exercise reasonable care to protect against unauthorized disclosure. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, is independently developed without reference to the disclosing party's Confidential Information, or is required to be disclosed by law or valid court order, provided the receiving party gives prompt notice and cooperates to seek a protective order. These obligations shall survive termination for a period of three years, or longer if required by applicable law.

Allocation of Risk

Developer shall perform services in a professional manner consistent with industry standards. Except to the extent prohibited by law, the parties’ aggregate liability to each other for claims arising out of this Agreement shall be limited to direct damages and in no event shall either party be liable for consequential, incidental, special or punitive damages. Client acknowledges that budget and schedule estimates are conceptual and subject to change as additional information becomes available.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If unresolved, disputes shall be submitted to binding arbitration in the county where the Project Site is located, conducted by a single arbitrator with experience in real estate development matters, and the arbitrator's decision shall be final and binding.

Entire Agreement; Amendments

This Agreement (including all exhibits and amendments executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor in connection with a merger, acquisition or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above.

Acknowledgment

The undersigned representatives each certify that they are authorized to enter into this Agreement on behalf of the party they represent and that the information provided herein is true and correct.

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