Stake Out Agreement

STAKE OUT AGREEMENT

This Stake Out Agreement (the Agreement) is entered into as of , by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client requires professional stake out services to establish and mark horizontal and vertical control points, building corners, datum references and construction layout on the project site described below; and

WHEREAS, Contractor represents that it has the experience, personnel, equipment and licenses necessary to perform the stake out work in accordance with applicable standards and the schedule set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the stake out services on the terms and conditions contained herein.

PARTIES & SITE

SCOPE OF WORK

Contractor shall perform stake out services as described in the Scope of Work below. Services shall include, without limitation: site reconnaissance, setting and verifying control points, layout of building footprints and utilities, providing stake markings and cut sheets, coordinating tolerances with the Client's representative, and providing as-built point records upon completion.

PAYMENT TERMS

Client agrees to pay Contractor the total contract sum of in accordance with the schedule below. All sums are payable in United States dollars unless otherwise agreed in writing.

A deposit of is required prior to mobilization. Remaining payments are due within days of invoice receipt.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition to interest, Client shall reimburse Contractor for reasonable collection costs, including attorneys' fees, incurred to recover overdue amounts.

TERM AND TERMINATION

The services to be performed under this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. If terminated for cause due to a material breach by either party, the non-breaching party may terminate immediately upon written notice if the breach remains uncured after a reasonable cure period not to exceed 15 days following notice.

CONFIDENTIALITY

Each party agrees that all proprietary, technical, financial or business information disclosed by the other party in connection with this Agreement that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information) shall be held in strict confidence and not used or disclosed except as necessary to perform obligations under this Agreement or as required by law.

Confidential Information shall not include information that: (a) is or becomes public through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is rightfully obtained from a third party without restriction.

INSURANCE, INDEMNITY AND LIABILITY

Contractor shall maintain, at its expense, commercial general liability insurance and professional liability insurance in amounts customary for the industry and sufficient to cover claims arising from the performance of services hereunder. Contractor shall provide certificates of insurance to Client upon request.

Contractor shall indemnify, defend and hold harmless Client, its officers, agents and employees from and against any and all claims, liabilities, losses or damages (including reasonable attorneys' fees) to the extent caused by Contractor's negligent acts or willful misconduct in performing the services. Client's liability to Contractor shall be limited to amounts actually paid to Contractor under this Agreement.

SITE ACCESS AND CONDITIONS

Client shall provide Contractor with reasonable access to the site during normal working hours and shall identify any known utilities, hazardous materials or site constraints. Contractor is entitled to rely on the accuracy of information provided by Client and shall not be responsible for conditions that were not disclosed, unless Contractor had actual knowledge of such conditions.

CHANGES; DELAYS

Any changes to the Scope of Work, schedule or contract sum must be authorized in writing by both parties. Contractor shall not be responsible for delays caused by Client, adverse weather, strikes, acts of God, or other events beyond Contractor's reasonable control; in such events Contractor shall be entitled to an equitable extension of time and adjustment of fees.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties below. Any action arising out of or relating to this Agreement shall be brought in a court of competent jurisdiction in that state.

This Agreement 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 oral or written. No amendment shall be effective unless in writing and signed by both parties.

ADDITIONAL PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign to an affiliate or in connection with a sale of substantially all of its business.

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