Structural Document Template

STRUCTURAL DOCUMENT TEMPLATE

This Structural Document Template (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client requires structural engineering, analysis, design, inspection, or related professional services for the project located at Project Address: (the "Project");

WHEREAS, Contractor is duly qualified, licensed, and experienced in the performance of structural engineering and related services and agrees to perform such services in accordance with the terms and conditions set forth in this Agreement;

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

SCOPE OF WORK

Contractor shall perform the following professional services for the Project. The description below identifies the principal tasks, deliverables and standards of performance. Contractor shall perform services in a timely, professional manner in accordance with generally accepted industry standards.

Structural analysis and calculations
Structural drawings and details
Specifications and notes
Site inspection and field reports
Peer review / value engineering study

PAYMENT TERMS

Compensation for services shall be as set forth below. Contractor shall invoice Client in accordance with the schedule. All payments are due pursuant to the terms below.

Invoices submitted by Contractor are payable within days of invoice date. Client shall not withhold payment on account of claims or disputes except as permitted herein. All payments shall be made in lawful currency and are exclusive of taxes, which Client shall pay when applicable.

Past due amounts shall accrue interest at the rate of compounded monthly, or the maximum rate permitted by law, whichever is less. In addition to interest, Client shall be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice given at least days prior to the intended termination date. Either party may terminate for material breach by the other if the breaching party fails to cure the breach within 30 days after written notice specifying the breach.

Upon termination, Contractor shall be entitled to payment for all services performed and reimbursable expenses incurred to the effective date of termination, and shall deliver any completed deliverables and work-in-progress to Client.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed by the receiving party without use of Confidential Information.

The receiving party may disclose Confidential Information to the extent required by law or court order, provided that, to the extent legally permitted, the receiving party gives the disclosing party prompt notice and cooperates with any effort to obtain confidential treatment or a protective order. Breach of confidentiality shall entitle the non-breaching party to injunctive relief in addition to any other remedies available at law or in equity.

LIMITATION OF LIABILITY AND INDEMNITY

Contractor's liability for claims arising out of this Agreement shall be limited to direct damages and shall not exceed the greater of the total fees paid to Contractor under this Agreement or $10,000, except for damages resulting from willful misconduct or gross negligence. Neither party shall be liable to the other for incidental, consequential, special, or punitive damages.

Client shall indemnify and hold Contractor harmless from third-party claims arising from Client's misuse of deliverables, failure to implement Contractor's recommendations, or modifications made by others without Contractor's consent, except to the extent caused by Contractor's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by certified mail, overnight courier, or hand delivery, and shall be effective upon receipt.

ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

SAFETY; PROFESSIONAL JUDGMENT

Contractor shall exercise professional judgment and comply with applicable codes and standards in performing services. Client acknowledges that Contractor's services are advisory in nature; final decisions regarding construction, safety, and compliance rest with Client and the parties responsible for construction and project administration.

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