Engineering Contract

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Engineering Contract

June 19, 2023



Corporation Corp.
‍ Acme LLC.

Corporation Corp.

Engineering Contract

THIS ENGINEERING CONTRACT (the “Agreement”) is made effective as of [ENTER EFFECTIVE DATE] (the “Effective Date”), by and between: (1) [ENTER ENGINEER NAME] (hereinafter “Engineer”), located at [ENTER ADDRESS] and (2) [ENTER CLIENT NAME] (hereinafter “Client”), located at [ENTER ADDRESS] (collectively referred to herein as the “Parties,” and individually as a “Party”). As such, the Parties agree to the following terms:


1.1 Engineer shall provide the following services (collectively the “Services”) to Client:


1.2 Term of the Agreement.

This Agreement will begin on the [Effective Date] written above, and shall continue until this Agreement is terminated (a) mutually by the Parties; (b) immediately by a Party for the breach of the other Party; or (c) by a Party, without cause, upon providing thirty (30) days’ prior written notice to the other Party. The Parties agree that the terms of this Agreement, including the Services and compensation provided herein, may get amended if this Agreement is extended beyond the scope of the Services provided herein.

1.3 Access to information.

To perform the Services, Engineer will need to obtain information on a timely and periodic basis from Client. Client’s cooperation is an integral part of completing this engagement and Client agrees to provide resources and personnel with the appropriate knowledge to assist Engineer in completing the Services.

1.4 Additional services.

Client may request that Engineer perform additional services at a future date not contemplated by this Agreement. If this occurs, Engineer will communicate with Client regarding the scope and estimated cost of these additional services. Engagements for additional services will necessitate that the Parties sign a separate written addendum to this Agreement to reflect the obligations of both Parties.

1.5 Intellectual Property Rights.

Engineer retains all ownership rights to any materials provided to Client during the term of this Agreement that weren’t generated by Client using Client’s proprietary information. The generic Engineer owned materials Client is provided by Engineer are for Client’s use only and are being provided to Client for internal management use only. Client is not authorized to share, copy, distribute, or otherwise disseminate any Engineer owned materials received from Engineer electronically or otherwise without Engineer’s prior written consent. All such intellectual property shall remain the sole property of Engineer, and no license to sell or distribute Engineer’s materials is hereby granted or implied. Client agrees not to reproduce, duplicate, copy, sell, trade, resell and/or exploit for any commercial or personal purposes any Engineer owned materials provided by Engineer to Client without Engineer’s prior written consent.


Client shall compensate Engineer in accordance with the following services fees (the “Services Fees”) for the Services as follows:

2.1 Service 1


2.2 Service 2


2.3 Service 3


2.4 Service 4


2.5 Authorized Expenses.

Client will reimburse Engineer for all reasonable expenses incurred by Engineer in performing the Services pursuant to this Agreement. Any expenses over the amount of [ENTER AMOUNT] shall require the prior written consent of Client before being incurred by Engineer on Client’s behalf.


Engineer will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Engineer, or divulge, disclose, or communicate in any manner any information that is proprietary to Client (e.g., trade secrets, know-how and confidential information). Engineer will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Engineer will return to Client all records, notes, documentation and other items that were used, created, or controlled by Engineer during the term of this Agreement.


Engineer shall not be liable to Client for any special, consequential, incidental, punitive or indirect damages arising from or relating to any breach of this Agreement, regardless of any notice of the possibility of such damages. Engineer’s total liability hereunder shall be limited to the total fees paid by you to Engineer hereunder.


Client agrees to defend, indemnify, and hold harmless Engineer and its officers, directors, agents, affiliates, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorneys’ fees, costs and expenses resulting from your violation of any applicable laws, statutes and/or regulations, any third-party’s rights and/or your material breach of any duty, representation or warranty under this Agreement.




Engineer shall maintain insurance in full force and effect throughout the term of this Agreement as detailed below. The insurance shall cover all risks arising out of Engineer’s Services, including the operations of its subcontractors. Engineer shall maintain (a) commercial general liability insurance; (b) professional liability insurance; and (c) workers’ compensation insurance.


Engineer is an independent contractor with respect to its relationship to Client. Neither Engineer nor its contractors and/or employees shall be deemed for any purpose to be employees of Client.


This Agreement is not assignable, in whole or in part, by you without the prior written consent of Engineer. Any attempt to make any such assignment shall be void.


If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.


This Agreement shall be governed by and construed in accordance with the laws of the State of [ENTER STATE], without regard to its choice of law principles.


Any dispute or claim that arises out of or relates to this Agreement, or that relates to the breach of this Agreement or that arises out of or that is based upon this Agreement shall be resolved by arbitration in accordance with the then effective arbitration rules of (and by filing a claim with) the American Arbitration Association (“AAA”), and judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. Any such arbitration proceedings shall solely be conducted in the County of [ENTER COUNTY], [ENTER STATE]. Attendance to any such arbitration proceedings may be conducted by a Party hereto electronically.


The Parties may only amend this Agreement in a written document signed by both Parties.


This Agreement supersedes all prior agreements and understandings between the Parties for performance of the Services and constitutes the complete agreement and understanding between the Parties.


This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic transmission by .PDF or otherwise shall be considered valid, binding and effective for all purposes.


The Parties hereto acknowledge and agree that they will not, at any time, make directly or indirectly, any oral or written public statements that are disparaging of the other Party and/or the other Party’s products and/or service. Disparagement shall be defined as any oral and/or written public statements that impugn the qualities, character, honesty, integrity, morality, business acumen or abilities of the other Party.


No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party under this Agreement), when and to the extent the failure or delay is caused by or results from acts beyond the impacted Party's (“Impacted Party”) reasonable control (which events may include natural disasters, embargoes, explosions, riots, wars or acts of invasion or terrorism, requirements of law, national or regional emergency) (each, a “Force Majeure Event”). A Party shall give the other Party prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and the anticipated duration of such Force Majeure Event. An affected Party shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized, and resume full performance under this Agreement.



Acme LLC.

Corporation Corp.

Engineering Contract Template

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Date: March 8th 2023



Acme LLC.

Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Coach").

The Contract is dated January 23, 2023.


1.1 Project. The Client is hiring the Coach to develop a coaching relationship between the Client and Coach in order to cultivate the Client's personal, professional, or business goals and create a plan to achieve those goals through stimulating and creative interactions with the ultimate result of maximizing the Client's personal or professional potential.

1.2 Schedule. The Coach will begin work on February 1, 2023 and will continue until the work is completed. This Contract can be ended by either Client or Coach at any time, pursuant to the terms of Section 4, Term and Termination.

The Coach and Client will meet by video conference, 4 days per month for 2 hours.

1.3 Payment. The Client will pay the Coach an hourly rate of $150. Of this, the Client will pay the Coach $500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Coach's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Coach will invoice the Client in accordance with the milestones in Section 1.3. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 1.0% per month on the outstanding amount.

1.6 Support. The Coach will not be available by telephone, or email in between scheduled sessions.


- A coaching relationship is a partnership between two or more individuals or entities, like a teacher-student or coach-athlete relationship. Both the Client and Coach must uphold their obligations for the relationship to be successful.

- The Coach agrees to maintain the ethics and standards of behavior established by the International Coaching Federation (ICF).

- The Client acknowledges and agrees that coaching is a comprehensive process that may explore different areas of the Client's life, including work, finances, health, and relationships.

- The Client is responsible for implementing the insights and techniques learned from the Coach.


3.1 Overview. This section contains important promises between the parties.

3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

3.3 Coach Has Right To Give Client Work Product. The Coach promises that it owns the work product, that the Coach is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Coach uses employees or subcontractors, the Coach also promises that these employees and subcontractors have signed contracts with the Coach giving the Coach any rights that the employees or subcontractors have related to the Coach's background IP and work product.

3.4 Coach Will Comply With Laws. The Coach promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

3.5 Work Product Does Not Infringe. The Coach promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Coach has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Coach has entered into or will enter into with someone else.

3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Coach with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.


This Contract is ongoing until it expires or the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Coach must immediately stop working as soon as it receives this notice unless the notice says otherwise.

If either party ends this Contract before the Contract automatically ends, the Client will pay the Contractor for the work done up until when the Contract ends. The following sections don't end even after the Contract ends: 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).


The Client is hiring the Coach as an independent contractor. The following statements accurately reflect their relationship:

- The Coach will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather, the Coach is responsible for determining when, where, and how it will carry out the work.

- The Client will not provide the Coach with any training.

- The Client and the Coach do not have a partnership or employer-employee relationship.

- The Coach cannot enter into contracts, make promises, or act on behalf of the Client.

- The Coach is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

- The Coach is responsible for its own taxes.

- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Coach or any of the Coach's employees or subcontractors.


6.1 Overview. This Contract imposes special restrictions on how the Client and the Coach must handle confidential information. These obligations are explained in this section.

6.2 The Client's Confidential Information. While working for the Client, the Coach may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Coach promises to treat this information as if it is the Coach's own confidential information. The Coach may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Coach use a customer list to send out a newsletter, the Coach cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Coach written permission to use the information for another purpose, the Coach may use the information for that purpose, as well. When this Contract ends, the Coach must give back or destroy all confidential information, and confirm that it has done so. The Coach promises that it will not share confidential information with a third party, unless the Client gives the Coach written permission first. The Coach must continue to follow these obligations, even after the Contract ends. The Coach's responsibilities only stop if the Coach can show any of the following: (i) that the information was already public when the Coach came across it; (ii) the information became public after the Coach came across it, but not because of anything the Coach did or didn't do; (iii) the Coach already knew the information when the Coach came across it and the Coach didn't have any obligation to keep it secret; (iv) a third party provided the Coach with the information without requiring that the Coach keep it a secret; or (v) the Coach created the information on its own, without using anything belonging to the Client.

6.3 Third-Party Confidential Information. It's possible the Client and the Coach each have access to confidential information that belongs to third parties. The Client and the Coach each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Coach is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.


Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.


8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Coach or both. For example, if the Client gets sued for something that the Coach did, then the Coach may promise to come to the Client's defense or to reimburse the Client for any losses.

8.2 Client Indemnity. In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

8.3 Coach Indemnity. In this Contract, the Client agrees to indemnify the Coach (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.


9.1 Assignment​. This Contract applies only to the Client and the Coach. Neither the Client nor the Coach can assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the other's written permission.

9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

9.3 Modification; Waiver. To change anything in this Contract, the Client and the Coach must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

9.4. Noticies.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

9.6 Signatures. The Client and the Coach must sign this document using Bonsai's e-signing system. These electronic signatures count as originals for all purposes.

9.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.

9.8 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.



Acme LLC.

Corporation Corp.
Table of contents

When on a construction project, you must commit to sub-contractors and suppliers. This commitment is called an engineering contract. 

An engineering contract ensures that all parties work towards the same goal - delivering the project on budget, on time, and meeting the specifications. 

Follow these tips to set up an engineering contract for a construction project.

Note: try Bonsai's free legally-reviewed contract templates to kick start your agreement with a client. Simply edit the relevant details, terms of service, sign and send it off! Claim your 14-day free trial here.

What is an engineering contract?

Engineering contracts help prevent disputes among parties and ensure the completion of the project on time and within budget. The main point of engineering contracts are:

  • Duration of the contract
  • Description of the work
  • Scope of Work
  • Intellectual Property Rights
  • Compensation and Benefits

Tips for setting up an engineering contract

When setting up a construction project engineering contract, staying safe and avoiding any potential issues down the road is essential. Here are a few tips:

Get references from past customers before signing anything.

Always double-check the terms and conditions of the contract before signing anything.

It is also important to get references from past customers before finalizing anything, as this can build trust and ensure smooth sailing during future dealings with them. 

The sub-contractors has licensed and insured.

Choosing the right sub-contractors and suppliers is essential because you don't want your project to be delayed or have problems due to bad choices.

Checking their licensing and insurance status beforehand can help avoid potential problems down the line!

Protect yourself with the required documents

You keep accurate records of every step taken during the project, so there are no surprises down the line. If things go wrong, having a proper dispute resolution clause can be very helpful in sorting everything out amicably.

Review scope of work, budget, timeline, and other key details

Reviewing the work scope and ensuring that everything is crucial. Establish an appropriate budget so as not to go over it unintentionally.

What are the common issues in engineering contracts?

There is a range of issues that can arise in an engineering contract, but some of the most common include:

Note: Try our engineering design proposal template to help you send bids to potential clients. It's easy to sign up, customize and send proposals for new jobs. Claim your 14-day free trial here.

1. Defining scope and requirements.

Project scope sets expectations for contractors and suppliers. It's important to avoid overloading either side with too much work, which could lead to delays or extra costs.

2. Negotiating payment terms and conditions.

The contract should clearly outline who will be responsible for paying what fees, when contractors will pay suppliers and any penalties if payments fall behind. Avoid late payments and interest rates that will add to the project's cost.

3. Protecting intellectual property.

A construction project should be aware of intellectual property rights, which protect ideas, designs, and inventions from being stolen or misused without permission. 

Make sure to include provisions for protecting these assets in your engineering contract.

4. Determining who is responsible for accidents or defects.

A key part of any engineering contract is determining who's responsible if something goes wrong on site - either party ( contractor or supplier). Agreeing on a clear and concise process will help to avoid any disputes down the line.

5. Compliance with relevant regulatory requirements.

Many projects require the contractor to adhere to specific health, safety, and environmental regulations - make sure that your contract includes provisions for these regulations.

6. Communication is open and timely.

Communication is key between the contractor and supplier, especially during a project when schedules are changing rapidly and unforeseen problems arise. Make sure to include provisions for keeping both sides in the loop on progress, milestones, and any changes that may occur.

How can you avoid these issues?

One way to avoid engineering contract issues is to have a lawyer review your agreement before signing it. Your lawyer will help ensure that all provisions are appropriately understood and documented.

Additionally, ensure all agreements are consistent with applicable regulatory requirements so that you and the contractor remain compliant throughout the project.

Finally, constantly communicate with your supplier to keep them updated on project progress and possible changes.


Read the engineering contract template carefully and note any specific important provisions. 

In addition, make sure to monitor the contract's discussion progress and take any necessary steps to enforce it. 

Frequently Asked Questions

Questions about this template.

What are the 3 types of contracts?

The three most typical contract kinds are: fixed-price agreements. Cost-plus contracts contracts for time and materials

How do you create a simple contract?

The ideal way to send clients professional agreements is by using one of Bonsai's free contract templates. With the help of our software, you can get legally reviewed agreements and kickstart and relationship with a new client.

What is the format of a contract?

The format of the contract may vary based on the type of agreement that the parties are making. However, the majority of contracts also specify the offer's acceptance as well as the payment of the consideration.

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