Engineering Services Contract
Engineering Services Contract
This Engineering Services Contract ("Contract") is entered into as of [Date], ("Effective Date"), by and between:
[Client Name], with its principal place of business located at [Client's Address] ("Client"), and
[Your Company Name], with its principal place of business located at [Your Company Address] ("Contractor").
Whereas, the Client desires to engage the Contractor to provide engineering services as outlined herein, and the Contractor agrees to provide such services under the terms and conditions outlined in this Contract.
I. Engagement of Services
1.1 Description of Services: The Contractor agrees to provide the following engineering services ("Services") to the Client:
(a) Consulting services: Providing expert advice and guidance on engineering-related matters.
(b) Design and analysis: Developing plans, models, and simulations to analyze and optimize engineering systems and processes.
(c) Project management: Overseeing and coordinating all aspects of engineering projects, including scheduling, budgeting, and resource allocation.
(d) Other engineering-related activities: Any additional services mutually agreed upon by the Parties in writing.
1.2 Term: This Contract shall commence on the Effective Date and shall continue until the completion of the services or until terminated by either party by the terms herein.
1.3 Performance: The Engineer shall perform the services diligently, competently, and by the highest professional standards.
II. Fees and Payment
2.1 Compensation: The Engineer will charge a flat fee of [Amount] for all engineering services provided under this Contract.
2.2 Invoicing: The Engineer will send a single invoice upon completion of services.
2.3 Payment Terms: The Client agrees to remit payment within 30 days of receipt of the invoice. Late payments accrue 1% interest.
2.4 Expenses: Any additional expenses incurred will be billed separately and must be pre-approved by the Client.
III. Responsibilities of the Parties
3.1 Client Responsibilities: The Client agrees to provide the Contractor with all necessary information, materials, and access to facilities required for the provision of the Services promptly. The Client shall designate a project manager or liaison to communicate with the Contractor and make decisions on behalf of the Client.
3.2 Contractor Responsibilities: The Contractor agrees to perform the Services diligently, professionally, and by industry standards and best practices. The Contractor shall assign qualified personnel to the project and ensure that all work is performed with due care and competence.
IV. Intellectual Property
4.1 Ownership of Work Product: Any intellectual property rights arising from the Services, including but not limited to designs, plans, reports, and software developed by the Contractor, shall be owned by the Client upon full payment for the Services. The Contractor hereby assigns all such rights to the Client.
4.2 License Rights: The Contractor grants the Client a non-exclusive, royalty-free license to use the work product solely for the purposes intended under this Contract. The Client may sublicense the work product to third parties with the Contractor's prior written consent.
V. Confidentiality
5.1 Confidential Information: Each Party acknowledges that it may have access to confidential information of the other Party during the term of this Contract. Confidential information includes but is not limited to, trade secrets, business plans, financial information, and technical data.
5.2 Non-Disclosure Obligations: Each Party agrees to keep confidential all confidential information received from the other Party and to use such information solely to perform its obligations under this Contract. The Parties shall take all necessary precautions to prevent unauthorized disclosure or use of confidential information.
VI. Termination
6.1 Grounds for Termination: Either Party may terminate this Contract upon written notice to the other Party in the event of:
(a) A material breach of any provision of this Contract by the other Party provided that the breaching Party fails to cure such breach within thirty (30) days of receiving written notice thereof.
(b) Insolvency or bankruptcy of the other Party.
(c) Force majeure events preventing the performance of the Services for a period exceeding thirty (30) days.
6.2 Termination Procedure: Upon termination of this Contract, the Parties shall cooperate in good faith to conclude any outstanding matters and return any property or materials belonging to the other Party. The Client shall pay the Contractor for all Services rendered up to the effective date of termination.
VII. Indemnification
The Contractor agrees to indemnify, defend, and hold harmless the Client from and against any claims, damages, liabilities, costs, and expenses arising out of or related to the Contractor's performance or non-performance of the Services under this Contract, except to the extent caused by the Client's negligence or misconduct.
VIII. Dispute Resolution
Any disputes arising out of or in connection with this Contract shall be resolved through mediation, and if not resolved, then through binding arbitration by the rules of [Arbitration]. The place of mediation and arbitration shall be [City, State]. The prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with the dispute.
IX. Miscellaneous
9.1 Entire Agreement: This Contract constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
9.2 Amendments: Any amendments or modifications to this Contract must be made in writing and signed by both Parties.
9.3 Severability: If any provision of this Contract is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
9.4 Notices: All notices and communications required or permitted under this Contract shall be in writing and delivered personally or sent by certified mail, postage prepaid, or by email to the addresses provided herein.
IN WITNESS WHEREOF, the Parties hereto have executed this Engineering Services Contract as of the Effective Date first written above.
[Client Name]
By: [Client Representative]
Client
[Date Signed]
[Your Company Name]
By: [Your Name]
Contractor
[Date Signed]
