Engineering Contract Template

Create an engineering contract in minutes with clear terms. E-signatures included, so you can sign and finalize quickly.
Available in English only.
star iconstar iconstar iconstar iconstar icon
1020+ Reviews
Bonsai has helped create 1,023,928 documents and counting.

Over 10,000 businesses rely on Bonsai to streamline their operations.

star iconstar iconstar iconstar iconstar icon
1,020+ reviews
Design
Consutling
Marketing
Design
Marketing
Consulting
Videography
Software Development
Design
Consulting
Marketing
Design
Marketing
  
Consulting
  
Videography
  
Software Development
  

What is an engineering contract template?

A standardized agreement format between an owner (or client) and an engineer for professional services, designed to be adapted to a specific project. The template gives you a legally-structured starting point that keeps all critical clauses present and formatted consistently, so you can tailor details to each job without losing the basics.

Definition and purpose

A pre-structured professional services agreement between an owner (or client) and an engineer. It sets out the scope of engineering services, the commercial terms, project timelines, responsibilities, risk allocations, and legal protections for both parties. For example, it will specify whether the engineer will perform design, analysis, reviews, or site support, and how deliverables are defined and accepted. It also outlines payment terms, such as milestone payments or hourly rates, and explains how changes to scope are handled. By presenting these elements in one document, the template helps teams align on expectations from day one.

Using a template improves clarity, speeds up drafting, and reduces the risk of missing essential clauses compared with starting from scratch. It makes it easier to reference the same terms across multiple projects, which is especially helpful for growing teams or firms handling several engagements at once. In 2025, templates commonly include digital signing, version control, and standard insurance requirements, keeping terms consistent and legally sound across projects and jurisdictions.

Typical use cases for engineering contracts

Engineers and owners rely on an engineering contract template across a wide range of project types. Common use cases include civil or structural design projects, mechanical or electrical design work, environmental assessments, feasibility studies, and site investigations. Advisory or consulting work also fits the template, such as technical reviews, due diligence, or expert analysis for regulatory submissions. This broad applicability helps teams reuse a proven structure while focusing on the specifics of each assignment.

For small freelance engagements, the core structure remains the same but terms are streamlined, with simpler deliverables and lower risk exposure. For larger SMB or firm projects, you add subconsultant agreements, more detailed deliverables schedules, and higher insurance requirements. The same core template can scale by adding or adjusting clauses related to change management, data rights, and liability limits, making it a practical tool as a business grows.

Key parties and relationships

Typically, the agreement involves the owner/client and the engineer (an individual or a firm), with the possibility of subconsultants joining the project as needed. Some templates also recognize third-party beneficiaries, such as public agencies, lenders, or funding programs that have a stake in the results. These roles influence who has rights to information, how decisions are made, and who bears certain risks.

The template often includes a “relationship of the parties” clause that clarifies the engineer is an independent contractor, not an employee or partner, and that each party’s authority and responsibilities are limited to what the contract states. This distinction helps with tax treatment, liability, and control over the work. By spelling out who can approve actions and who bears responsibility for deliverables, the contract reduces confusion and protects all sides throughout the project lifecycle.

Core structure of an engineering services agreement

Contracts for engineering services follow a core structure that keeps projects organized and disputes manageable. This section breaks down the main parts of an engineering services agreement template, modeled on standard professional contracts and translated into a practical outline you can follow when drafting or reviewing your own contract. By laying out sections clearly—deliverables, fees, timelines, and responsibilities—you reduce ambiguity and make change management easier for both sides.

Agreement overview and definitions

The opening sets the scene for the rest of the contract.

In this section, include the full title of the agreement, the date, the project name, and a concise recital of background and purpose. It should list the parties—the Owner and the Engineer—and may reference related agreements or subcontracts. A well-crafted recital helps avoid disputes about background, intent, and the project scope. Clear background language also provides a reference point if the project expands or changes later on.

The Definitions subsection gives clear meanings to recurring terms to avoid ambiguity later in the contract. Define Services as the professional engineering services described in the Agreement, including analysis, design, calculations, coordination, and supervision necessary to complete the Project. Define Contract Amount as the total compensation payable for the Services, as set forth in the body of the Agreement or an attached schedule. Define Site as the physical location of the Project identified in the contract documents. Define Instruments of Service as all drawings, models, calculations, specifications, and other documents prepared by the Engineer or its consultants for the Project. Define Subconsultant as any outside professional engaged by the Engineer to perform part of the Services. Use these definitions consistently throughout the contract to avoid confusion and to help reviewers quickly verify scope, payments, and responsibilities.

Engineer’s scope of work and design services

The Engineer’s scope of work and design services outline what the engineer will deliver during the project.

Begin with a high-level description of the project goals, performance criteria, and constraints. Then reference a detailed list or annex of tasks that may include preliminary design, detailed design, site investigation, permitting support, bidding assistance, and construction phase services. The section should also specify what is explicitly excluded from the scope and reference any drawings, technical specifications, or deliverables that form part of the design services. Using an annex or scope document helps keep the main contract concise while maintaining a clear trail of expectations.

The scope should also describe coordination with any Subconsultants and how deliverables are reviewed and accepted. Clarify who is responsible for coordinating with the Owner, specialists, and contractors, and how deliverables such as design drawings, calculations, models, and reports will be prepared and formatted. Finally, connect the scope to applicable codes and standards, noting that the engineer will design to current codes and will update the Owner if code changes affect the project timeline or cost.

Contract amount, payments, and changes

Money matters and how changes are handled sit at the heart of the contract.

Explain the fee structure up front—lump sum, hourly rates, or a hybrid of both—and how the total will be documented. Include typical billing intervals (monthly or upon milestone completion) and outline any retainage, such as 5% to 10% withheld from each payment until final acceptance. Provide a concrete example to help readers grasp the flow: for a $250,000 lump-sum design contract with 5% retainage, each monthly payment would factor in the holdback, and the final payment would occur after all deliverables are approved. Also describe final payment terms and any conditions for early partial payments if permitted by the agreement.

Changes to the work are common, so include a process to document them. Specify how additional services or scope changes are authorized and billed, and note that changes should be documented in writing before work begins. To streamline revisions without rewriting the entire contract, reference an addendum mechanism—often called an addendum contract voorbeeld (example addendum)—to capture approved changes in scope, price, or schedule. This approach keeps the contract clean while preserving a clear record of adjustments.

Schedule and completion terms

Time for completion and how delays are handled are crucial for project momentum.

Outline the project start date and the major milestones, such as concept design, 60% design, and final design, with target dates and any owner decision deadlines. Explain what happens if delays occur due to owner actions, third parties, or unforeseen conditions, and whether extensions of time or additional compensation are available to the engineer. A well‑defined schedule helps both sides manage expectations and coordinate with project management tools like Procore, PlanGrid, or Bluebeam Revu. It also clarifies who is responsible for making timely decisions and how those decisions impact the timeline and budget.

Finally, address how schedule changes are handled. Include a mechanism for adjusting the timeline when delays are unavoidable, and specify how such extensions are documented and paid for if the engineer’s performance is affected. Emphasize the importance of keeping deliverables aligned with the schedule, and consider attaching a milestone calendar or a BIM coordination plan to help everyone track progress and dependencies consistently in 2025.

Essential legal and risk clauses in an engineering contract

Translating the long list of legal provisions found in competitor contracts into a focused set of clauses that every engineering contract template should address. This section explains what each clause does, why it matters, and the key points you should customize or look for when you draft or review a template in 2025. Use concrete examples and tailor the language to your project type, whether it’s a building, bridge, or infrastructure job, and to the governing law you’ll follow.

Site information and investigations

The site information and investigations clause clarifies who provides site data and whether the engineer must conduct independent investigations. The owner should supply available site data, including surveys, geotechnical reports, as-built drawings, and environmental records. However, the owner does not guarantee the completeness or accuracy of this data. The engineer should review the data for obvious discrepancies and promptly notify the owner if something looks wrong. This helps set clear expectations for both parties before work begins and reduces later disputes about what was known or assumed about the site.

Typically, the contract should state whether the engineer is required to perform independent site investigations and, if so, who bears the cost. If independent work is needed, specify the scope, field methods, and how costs are allocated. For example, if geotechnical borings or environmental sampling are required, indicate whether the owner pays the consultant directly or reimburses the engineer. Also include how reliance on owner data affects the standard of care and risk allocation, and outline a process for updating drawings if new information becomes available. Finally, include a timeline for issuing revised drawings so the project stays on schedule.

Defective plans and specifications

This clause addresses responsibility for defects in plans and specifications. The engineer is generally responsible for correcting errors in their instruments of service, and corrections are typically included in the original fee unless the error stems from later owner changes or data supplied by others, in which case adjustments may be considered additional services. Clear language here prevents ambiguity about who pays for rework and how it will be priced, protecting both the engineer’s and owner’s budgets.

Additionally, include the standard of care that governs the engineer’s performance. For example, state that the engineer shall perform services with the professional skill and care ordinarily provided by engineers practicing in the same locality under similar circumstances. This sets a fair benchmark for quality and helps manage liability. The clause should also describe the process for identifying and notifying about defects, how corrections are approved, and how design changes are documented, priced, and authorized to avoid scope creep.

Ownership of instruments of service and document retention

This section should address who owns the drawings, models, specifications, reports, and other instruments of service produced under the agreement. Typically, the owner owns the final documents for the project, but the engineer retains ownership of the methods, formulas, and preexisting tools used to create them. The clause should clarify whether the owner receives a license to use the documents solely for this project and whether reuse of the documents without the engineer’s involvement is allowed. It should also specify any restrictions on modifying or distributing the documents beyond the project need.

Include a document retention clause that states how long the engineer will keep project records, in what form (digital or physical), and under what conditions they may be released. For most U.S. projects, a retention period of 7–10 years after substantial completion is common, but this can vary by state, project type, and fund requirements. Specify secure storage locations (e.g., cloud-based repositories like Procore or SharePoint for digital files) and procedures for legal holds, audits, or requests from the owner or authorities. Clarify who bears the cost of providing copies or redistributing documents if the project reopens or if the documents are needed for a successor engineer.

Indemnification, insurance, and limitation of liability

This section covers three tightly linked concepts: indemnification, required insurance coverages, and limitation of liability. Indemnification means one party agrees to protect the other from specified claims or losses, and the scope should be clear, balanced, and aligned with insurance coverage. The typical approach is to have mutual indemnities limited to the other party’s negligence or misconduct, with explicit carve-outs for the indemnified party’s own willful acts, gross negligence, or professional errors. Clearly define what claims trigger indemnity, who controls the defense, and how settlements are handled to avoid surprise obligations.

Insurance requirements should list the types and minimum limits needed, such as professional liability (errors and omissions), general liability, automobile, and workers’ compensation where applicable. For 2025 projects, a sensible starting point is professional liability of at least $1–2 million per claim and $2–4 million aggregate, general liability of $2–3 million per occurrence, and auto liability of $1 million. Public projects or work with higher risk may require higher limits. The contract should also specify the timing of certificates, extensions of coverage, and a process for renewing or updating policies as the project evolves. Limitation of liability sets a cap on total liability, commonly equal to the contract amount or another defined sum, with carve-outs for willful misconduct, breach of confidentiality, IP infringement, or statutory violations to prevent unfair exposure. Ensure the cap aligns with insurance coverage and does not conflict with mandatory laws or public policy.

Termination, dispute resolution, and severability

This article explains how to structure termination for convenience and for cause, including required notice periods and payment obligations on termination. Termination for convenience gives one party the right to end the contract with advance written notice, typically 30–90 days, and requires payment for work completed and reasonable termination costs. Termination for cause occurs when a party breaches material terms and fails to cure within a set period. The clause should outline wind-down responsibilities, transfer of work-in-progress, and the owner’s obligation to pay for work performed up to termination date.

Dispute resolution should establish a clear hierarchy: encourage initial negotiations, then mediation, and finally arbitration or litigation, with a designated governing law and venue. The clause should specify the governing state or country, the forum for arbitration if chosen (for example, AAA or JAMS rules), and the allocation of costs. Severability ensures that if one provision is invalid or unenforceable, the rest of the contract remains in force. It should also permit replacement with a valid provision that achieves the same economic and legal effect, preserving the agreement’s integrity even when a clause is struck down.

Third-party beneficiaries and legal compliance

The purpose of a third-party beneficiaries clause is to confirm that no one other than the identified parties has enforceable rights under the contract, except as explicitly stated. This helps prevent unexpected obligations to subcontractors, lenders, or other stakeholders who are not intended to rely on the agreement. The clause should be precise about who can enforce or benefit from the contract, and under what conditions any rights may pass to a third party.

Legal compliance provisions cover the requirements to follow applicable codes, regulations, and mandatory clauses that must be included in the contract or its appendices. For public or grant-funded projects, this often includes standards for bidding, equal opportunity, safety, environmental rules, and reporting requirements. The clause should also reference any mandatory clauses tied to federal, state, or local funding and indicate where those provisions appear in the contract or appendices, so teams can verify alignment before signing. This ensures the template remains current with evolving laws and funding rules, reducing risk for both the engineer and the owner.

How to use and adapt an engineering contract template

Using an engineering contract template effectively means turning a generic agreement into a project-specific document that reduces disputes and speeds signatures. In 2025, the right template acts as a living backbone for multiple projects, while still allowing easy updates for each engagement. This guide shows practical steps to tailor scope, fees, and schedule, add clean amendments, align with firm standards and jurisdictions, and present a professional, easy-to-review format.

To tailor the scope, fees, and schedule

Start by updating the project description and location to reflect the real engagement. This sets the foundation for accurate expectations and helps prevent scope creep later. Next, revise the scope of work to match the actual services and deliverables, including any exclusions, acceptance criteria, and review milestones. Remember that most disputes arise from vague scope language, so be explicit about what is included and what is not.

After the scope is clear, choose and customize the fee model. Decide whether a lump-sum price, an hourly rate with a rate table, or reimbursable expenses best fits the project, and print these decisions in the fee section of the template. If you use an hourly model, include a cap or a not-to-exceed clause where appropriate to manage client risk. Finally, align the timeline and milestones with the project plan, listing key dates such as kickoff, design milestones, reviews, and final delivery. In 2025, many firms pair schedules with a higher-level Gantt chart in a separate attachment for clarity and tracking.

In practice, you might say: update the project description to "Bridge design services for City of Chester, MA," revise the scope to include 30%, 60%, and 100% design deliverables, choose a lump-sum price of $180,000 with a 5% contingency, and set milestones at weeks 2, 6, 12, and 16. By documenting these choices in the template, you create a contract that is specific, measurable, and easy to reference if questions arise during execution.

To add amendments and addenda cleanly

Explain how to structure an addendum contract voorbeeld (example addendum) that ties back to the original engineering contract. Begin by referencing the original agreement and its effective date, then clearly state what is being changed and why. This creates a direct link between the base contract and the modification, so there is no confusion about which terms apply at any point in time.

Next, present the changes in a way that is easy to review: specify whether the update affects scope, fee, schedule, or terms, and show the old language alongside the new language when appropriate. While you can show redlines in a separate document, ensure the addendum itself includes the updated wording and references back to the original clause numbers. Finally, ensure both parties sign and date the addendum, and attach it to the master file. Addenda help maintain a single, traceable agreement format across the life of the project, which makes history easier to audit later.

In practice, an addendum might be titled “Addendum No. 1 to Engineering Services Agreement dated January 10, 2025,” include the exact clause changes, and note the new total fee and revised delivery dates. This approach keeps the core contract intact while documenting changes in a clean, auditable way that clients and engineers can trust over time.

To align with firm standards and jurisdictions

Guide the writer to explain how firms can adapt the base template to reflect standard clauses, risk tolerances, and preferred legal language. Start with your firm’s clause library, and map common risks—like liability caps, professional indemnity, and IP ownership—into the template so all projects reuse the same language. In 2025, many firms also integrate contract lifecycle management tools to enforce consistency across teams and regions.

Jurisdiction-specific requirements should be integrated into the template as well. This includes licensing rules, any mandatory public-procurement rules, and references to professional seals where required. Treat the engineering contract example as a foundation you refine once, then reuse consistently for your region and specialty. By building a robust set of standard clauses and checklists, you’ll reduce rework and improve enforceability across projects.

To make this practical, maintain a master version of your template with clear version dates, and annotate regional addenda that tailor the base language to local laws. When a new project starts, you can drop in the appropriate jurisdictional module and keep everything aligned with your firm’s risk appetite and client expectations.

To present a clear and professional agreement format

Instruct the writer to cover formatting best practices that improve readability and speed up review. Use logical article numbering, consistent headings and subheadings, and clear cross-references between sections. Keep spacing clean and avoid crowding; a well-spaced document is easier for clients to skim and confirms a professional image.

Recommend using numbered articles for main topics—such as scope, payments, termination—and attaching schedules or attachments for technical details. In 2025, many teams also include a one-page summary or a “Key Terms” box at the start, plus a deliverables schedule as a separate annex. These features help the client see the essentials at a glance while preserving a formal, professional tone.

How Bonsai helps manage engineering contract templates

Bonsai turns a static engineering contract template into a living, reusable asset that integrates with client, project, and financial workflows. For freelancers and SMB engineering firms, this approach delivers consistency across projects, faster turnaround, better tracking, and fewer administrative errors. As of 2025, Bonsai's templates support versioning, audit trails, and native integrations with key accounting and CRM tools, making it easier to scale your contract work.

To create reusable engineering contract templates

Inside Bonsai, you configure your standard engineering services agreement structure once, then save it as a firm-wide template. Core clauses for scope, payments, risk, and legal terms can be defined and tagged for easy reuse across different client types or departments.

When starting a new project, you duplicate the template and adjust project-specific details like fees, schedules, and deliverables. Pre-set fields such as start date, milestone payments, hourly rates, and IP ownership streamline setup, while version control and approval routing ensure every contract starts from a known, auditable base.

To track and manage engineering contracts across projects

All contracts stay linked to their clients and projects, giving you a clear dashboard view of status at a glance—draft, sent, viewed, and signed—and who signed and when. Bonsai stores every version and addendum in one place, which keeps the audit trail intact and makes it easy to compare changes over time.

With this single source of truth, your team can collaborate without losing track of the current agreement. Use filters, search, and notification rules to stay on top of expirations, renewals, or amendments, reducing scrambling across folders and scattered documents.

To automate approvals, reminders, and downstream workflows

Bonsai's automation engine handles routine contract workflows so you can focus on engineering work. By turning approvals, reminders, and downstream steps into triggers, you reduce missed sign-offs and delays, and you keep projects moving smoothly.

Here are the automation benefits you can enable for engineering contracts:

  • Automatic e-signature collection from all parties
  • Reminders to clients who haven’t signed yet
  • Notifications when a contract is executed
  • Automatic triggering of downstream steps like project creation, budget setup, and invoice schedules based on the contract amount and milestones
Frequently asked questions
How can I customize the engineering contract template to fit my project?
chevron down icon
Within Bonsai, you can edit the engineering contract template’s scope, deliverables, fees, change-order process, and payment terms directly in the workspace. Add your branding, client data, and project milestones, then save a customized version for reuse on similar projects. You can also create multiple versions for different clients.
How do I manage changes in scope using the engineering contract template?
chevron down icon
The template differentiates Basic Services from Additional Services and guides change orders. You can request owner approval, adjust fees, and update the schedule within Bonsai, with a clear record of time and cost impacts for each change. This keeps documentation clear and auditable.
Who owns the work products and documents generated using the engineering contract template?
chevron down icon
Bonsai's template typically assigns ownership to the project owner for deliverables, drawings, and reports, while the engineer may retain certain methods or pre-existing information. You can specify reuse rights within the template to suit the project. You can also specify sublicensing rights or restrictions within the template.
What is the benefit of using this engineering contract template within my workflow?
chevron down icon
Use it at project kickoff to set expectations, roles, payment terms, and deliverables. The template provides a clear framework with editable sections that update as the project progresses, helping ensure alignment, traceable decisions, and fewer disputes throughout the engineering engagement.
When should I use this engineering contract template in my workflow?
chevron down icon
Use this template at the project initiation phase to establish clear terms and expectations with all parties involved, ensuring alignment and legal protection from the start.
Why use a template instead of creating an engineering contract from scratch?
chevron down icon
Using a template saves time, ensures compliance with industry standards, and reduces errors. It provides a solid foundation that can be easily customized for specific project needs.

Get more template for your business.

Discover 1,000 additional templates to use in your industry.
Contracts
Wedding Planner Contract Template
Get template
Get template
Contracts
Project Contract Template
Get template
Get template
Contracts
Free Online Contract Maker
Get template
Get template
Proposals
Project Management Proposal Template
Get template
Get template
Proposals
Proposal Document Template
Get template
Get template
Proposals
Collaboration Proposal Template
Get template
Get template
Invoices
Services Rendered Invoice Template
Get template
Get template
Invoices
Personal Invoice Template
Get template
Get template

Need other templates?

Discover other templates in the same category.
Contracts
Wedding Planner Contract Template
Get template
Get template
Contracts
Virtual Assistant Contract Template
Get template
Get template
Contracts
Project Contract Template
Get template
Get template
Contracts
Free Online Contract Maker
Get template
Get template
Contracts
Freelance Designer Contract Template
Get template
Get template
Contracts
Home Staging Contract Template
Get template
Get template
Agreements
Service Agreement Contract Template
Get template
Get template
Agreements
Project Management Contract Template
Get template
Get template
Signup to access additional templates.
Additional templates are only available within Bonsai.
Try Bonsai for free
Try Bonsai for free
Template preview

Engineering Contract Template

Engineering Contract

Template preview
First Name
Last Name
Acme LLC.
Client
First Name
Last Name
Corporation Corp.

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. DESCRIPTION OF THE ENGINEERING SERVICES.

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

a. [ENTER SERVICE DESCRIPTION #1].
b. [ENTER SERVICE DESCRIPTION #2].
c. [ENTER SERVICE DESCRIPTION #3].
d. [ENTER SERVICE DESCRIPTION #4].

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.

2. COMPENSATION OF ENGINEER.

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

2.1 Service 1

[SERVICES FEE FOR SERVICE #1].

2.2 Service 2

[SERVICES FEE FOR SERVICE #2]

2.3 Service 3

[SERVICES FEE FOR SERVICE #3].

2.4 Service 4

[SERVICES FEE FOR 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.

3. CONFIDENTIALITY.

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.

4. LIMITATION OF LIABILITY.

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.

5. INDEMNIFICATION.

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.

6. DISCLAIMER OF WARRANTIES.

ENGINEER MAKES NO GUARANTEE, REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT YOU MAY ATTAIN THROUGH ENGINEER’S SERVICES AND ENGINEER EXPLICITLY DISCLAIMS ANY WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, OF RESULTS.

7. INSURANCE.

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.

8. INDEPENDENT CONTRACTOR STATUS.

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.

9. ASSIGNMENT.

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.

10. SEVERABILITY.

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.

11. GOVERNING LAW & FORUM.

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.

12. DISPUTE RESOLUTION.

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.

13. AMENDMENT.

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

14. COMPLETE AGREEMENT.

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.

15. COUNTERPARTS.

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.

16. MUTUAL NON-DISPARAGEMENT CLAUSE.

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.

17. FORCE MAJEURE.

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.


THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.

Engineer
First Name
Last Name
Acme LLC.
Client
First Name
Last Name
Corporation Corp.