Wayfinding Document

WAYFINDING DOCUMENT

Parties and Project Identification

Recitals

WHEREAS, Client Name: desires the design, production, and installation of a comprehensive wayfinding system for the Project Site; and

WHEREAS, Contractor Name: represents that it has the expertise and resources to provide such services under the terms of this Wayfinding Document; and

WHEREAS, the parties wish to set forth the scope, schedule, compensation, responsibilities, and legal terms governing the delivery and installation of wayfinding deliverables.

Scope of Work

Contractor shall provide all design, documentation, production, procurement, fabrication, permitting assistance, on-site surveying, installation, testing, and site coordination necessary to deliver a complete wayfinding system for the Project Site. Deliverables include, but are not limited to: wayfinding strategy, sign typology, graphic design, engineering drawings, mounting details, fabrication-ready files, and as-built documentation.

Payment Terms

Client shall pay Contractor compensation as set forth below. All amounts are due in United States currency unless otherwise agreed in writing.

Interest and fees as specified above may be applied to overdue invoices. Contractor may suspend work if invoices are not paid within the agreed payment terms after written notice of default.

Term and Termination

This Wayfinding Document shall commence on the Start Date and shall terminate on the End Date unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Wayfinding Document for material breach if the breaching party fails to cure within the notice period specified above. Upon termination, Client shall pay Contractor for work performed and costs incurred through the effective date of termination. Contractor shall deliver to Client all work product for which Client has paid.

Ownership, Intellectual Property and License

Contractor retains ownership of design concepts, drawings, and proprietary materials not specifically purchased by Client until payment in full for those items is received. Upon payment in full, Contractor grants Client a non-exclusive license to use final deliverables at the Project Site. Contractor may use concepts and non-confidential design elements in other projects provided such use does not incorporate Client's confidential information or trademarked elements.

Confidentiality

Each party shall maintain the confidentiality of the other's proprietary information disclosed in connection with this Wayfinding Document and shall not disclose such information to third parties except to employees, consultants, or subcontractors who need to know for the performance of this agreement and who are bound by confidentiality obligations no less protective than those herein. Confidential information does not include information that: (a) is already known to the receiving party without restriction; (b) becomes publicly known through no fault of the receiving party; or (c) is independently developed by the receiving party without use of the disclosing party's confidential information. Disclosure required by law or order shall be permitted only after reasonable notice to the other party.

Change Orders

Any changes to the Scope of Work, schedule, or contract sum shall be made only by written change order signed by authorized representatives of both parties. Change orders shall set forth the scope change, any adjustments to compensation and schedule, and any other relevant terms.

Warranties and Limitation of Liability

Contractor warrants that the work will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED HEREIN, CONTRACTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE AGGREGATE LIABILITY OF CONTRACTOR FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO CONTRACTOR UNDER THIS WAYFINDING DOCUMENT.

Governing Law

This Wayfinding Document shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement; Amendments

This Wayfinding Document, including all exhibits and written change orders duly executed by the parties, constitutes the entire agreement between Client and Contractor relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications, and representations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices under this Wayfinding Document shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice.

Acceptance

Deliverables shall be subject to Client review and acceptance testing where applicable. Acceptance shall be deemed to occur upon Client's written confirmation that the deliverables materially conform to the agreed specifications, or upon Client's use of the deliverables in operation after a 15-day review period following delivery, whichever occurs first.

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