Structural Design Agreement

STRUCTURAL DESIGN AGREEMENT

Parties and Project

Client Name:

Structural Engineer Name:

Recitals

WHEREAS, Client desires to engage Structural Engineer to provide professional structural design, calculations and related documents for the Project described above; and

WHEREAS, Structural Engineer warrants that it possesses the professional competence, licenses and personnel necessary to perform such services in accordance with applicable codes, standards and customary engineering practice; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

Scope of Work

Description of Services: Structural Engineer shall provide professional services including structural analysis, design drawings, calculations, specifications, coordination with other disciplines, response to code reviewer comments, and preparation of construction-phase structural clarifications as set forth below. Detailed scope and deliverables are:

Payment Terms

Compensation: Client shall pay Structural Engineer for services rendered as follows:

Invoices are due within days of invoice. Late payments shall accrue interest at % per month (or the maximum rate permitted by law), plus reasonable costs of collection, including attorney fees.

Term and Termination

This Agreement is effective as of: Month Day Year .

Anticipated completion date: Month Day Year .

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches its obligations and fails to cure within days. Either party may terminate without cause upon days' written notice. Upon termination, Structural Engineer shall be paid for all services performed and reimbursable expenses incurred to the date of termination, including reasonable close-out costs.

Changes and Additional Services

Client may request changes to the scope. Structural Engineer shall submit a written change order describing the additional scope, fee, and schedule impact. No change shall be performed without a signed change order. Hourly rates for additional services: per hour.

Confidentiality

Each party shall maintain in confidence all non-public information and documents received from the other party that are designated confidential or that a reasonable person would understand to be confidential. Confidential information shall not include information that is (a) publicly known at the time of disclosure, (b) becomes public through no fault of the receiving party, (c) lawfully obtained from a third party without restriction, or (d) independently developed. Recipient may disclose confidential information as required by law, provided recipient gives prompt notice to the disclosing party and reasonably cooperates with efforts to limit disclosure.

Ownership of Documents; License

All instruments of service, including drawings and calculations prepared by Structural Engineer, are and shall remain the property of Structural Engineer. Upon full payment, Structural Engineer grants Client a non-exclusive, perpetual license to use the instruments of service for construction, operation and maintenance of the Project for which they were prepared. Any reuse for other projects or modifications not performed or approved by Structural Engineer shall be at Client's risk and expense, and Structural Engineer disclaims liability for such reuse.

Indemnity; Limitation of Liability

To the fullest extent permitted by law, Client shall indemnify and hold harmless Structural Engineer and its officers, employees and subconsultants from claims, damages, losses and expenses arising out of the Project except to the extent caused by Structural Engineer's negligence or willful misconduct. Structural Engineer's total liability to Client for any claim arising out of or related to this Agreement shall not exceed the total compensation paid to Structural Engineer under this Agreement, except for liability arising from gross negligence or willful misconduct.

Insurance

Structural Engineer shall maintain professional liability insurance and commercial general liability insurance in amounts customary for similar engineering firms. Upon request, Structural Engineer shall provide certificates of insurance evidencing coverage.

Force Majeure

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, shortages of materials, governmental orders, epidemics or other events of force majeure. The time for performance shall be extended by the duration of such delay.

Governing Law; 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, then by non-binding mediation, and if unresolved, by binding arbitration conducted in accordance with the commercial arbitration rules mutually agreed upon by the parties.

Miscellaneous Provisions

Entire Agreement: This Agreement, including exhibits and executed change orders, constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements. No amendment shall be effective unless in writing and signed by both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in effect. Assignment: Neither party may assign this Agreement without the other's prior written consent, except to a successor of substantially all the assigning party's business.

Acknowledgment

The persons signing below represent and warrant that they are authorized to bind their respective parties to the terms of this Agreement.

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