Free Architecture Consultancy Agreement Template
Architecture Consultancy Agreement
This Architecture Consultancy Agreement ("Agreement") is made and entered into as of [Effective Date], by and between [Your Company Name], a [State/Country] corporation with its principal place of business at [Your Company Address] ("Client"), and [Consultant Name], a [State/Country] corporation with its principal place of business at [Consultant Address] ("Consultant"). Client and Consultant are collectively referred to herein as the "Parties" and individually as a "Party."
WHEREAS, Client is engaged in architectural services and requires consultancy services to support its architectural projects;
WHEREAS, Consultant specializes in providing architectural consultancy services and has the expertise and resources to assist Client in achieving its project goals;
WHEREAS, Client desires to engage Consultant to provide the consultancy services as described herein, and Consultant agrees to provide such services in accordance with the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:
I. Scope of Services
A. Description of Services: Consultant shall provide architectural consultancy services as detailed in Appendix A. These services include, but are not limited to, design review, project management, feasibility studies, and technical advice.
B. Deliverables: Consultant shall deliver the following to Client:
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Design review reports
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Project management plans
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Feasibility study reports
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Technical advisory memos
C. Timeline and Milestones: Consultant shall adhere to the timeline and milestones specified in Appendix C. Key milestones include:
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Initial project assessment within fifteen (15) days of the Effective Date.
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Monthly progress reports due on the last business day of each month.
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Completion of feasibility studies within ninety (90) days of the Effective Date.
II. Term of Agreement
A. Effective Date: This Agreement shall commence on [Effective Date].
B. Duration of Agreement: The initial term of this Agreement shall be twelve (12) months from the Effective Date.
C. Renewal and Extension: The Agreement may be renewed for additional one (1) year terms upon mutual written agreement of the Parties, provided that notice of renewal is given at least thirty (30) days prior to the expiration of the current term.
III. Compensation and Payment Terms
A. Monthly Fee: Client agrees to pay Consultant a monthly fee of $10,000 for the consultancy services provided under this Agreement.
B. Payment Schedule: Payments shall be due on the first day of each month. Consultant shall invoice Client at least fifteen (15) days prior to the due date.
C. Reimbursement of Expenses: Any additional expenses incurred by Consultant in the course of providing the services, such as travel expenses and material costs, shall be reimbursed by Client, provided that such expenses are pre-approved by Client.
D. Taxes and Duties: Client shall be responsible for all taxes, duties, and charges imposed by any governmental authority related to the fees paid under this Agreement.
E. Late Payment Penalties: Any payment not made within thirty (30) days of the due date shall incur a late fee of 1.5% per month on the outstanding amount.
IV. Responsibilities of the Parties
A. Responsibilities of the Client:
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Provide Access: Client shall provide Consultant with access to necessary information, materials, and resources required for the execution of the consultancy services.
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Timely Approvals: Client shall review and approve deliverables and reports in a timely manner to avoid delays in execution.
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Feedback and Collaboration: Client shall provide constructive feedback and collaborate with Consultant to refine and improve consultancy strategies.
B. Responsibilities of the Consultant:
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Professional Conduct: Consultant shall use its best efforts to perform the consultancy services in a professional and timely manner.
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Execution of Services: Consultant shall execute the consultancy services as detailed in this Agreement and Appendix A.
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Reporting: Consultant shall provide regular reports on the progress of the consultancy services as specified in Section V.
V. Performance Standards
A. Quality of Work: Consultant shall ensure that all services and deliverables meet the highest standards of quality and are in accordance with industry best practices.
B. Compliance with Laws and Regulations: Consultant shall comply with all applicable laws, regulations, and codes in the performance of the consultancy services.
C. Key Performance Indicators (KPIs): The effectiveness of the consultancy services will be measured using the following KPIs:
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Timely completion of milestones and deliverables.
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Client satisfaction with deliverables, as measured through periodic surveys.
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Reduction in project delays and cost overruns attributable to Consultant's advice.
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Successful implementation of recommended strategies and solutions.
D. Regular Reviews: Monthly progress reviews will be conducted to assess the overall effectiveness of the consultancy services. During these reviews, the Parties will discuss the results, address any issues, and make necessary adjustments to the consultancy strategy.
VI. Confidentiality
A. Definition of Confidential Information: Confidential information includes any non-public information disclosed by one Party to the other Party under this Agreement, including business plans, financial data, project details, and proprietary information.
B. Obligations of Confidentiality: Both Parties agree to maintain the confidentiality of any confidential information disclosed during the term of this Agreement. Neither Party shall disclose such information to any third party without the prior written consent of the disclosing Party.
C. Duration of Confidentiality Obligations: The obligations of confidentiality shall continue for a period of two (2) years after the termination of this Agreement.
D. Exceptions: Confidential information does not include information that is publicly known, already known to the recipient, independently developed, or lawfully disclosed by a third party.
VII. Intellectual Property Rights
A. Ownership of Work Product: Consultant retains ownership of all intellectual property developed prior to and during the term of this Agreement. Client is granted a non-exclusive license to use the work product resulting from the consultancy services for its internal purposes.
B. License to Use Intellectual Property: Any use of Consultant’s intellectual property beyond the scope defined in this Agreement requires prior written consent from Consultant.
C. Protection of IP: Both Parties agree to take all necessary steps to protect the intellectual property rights of the other Party, including implementing appropriate security measures.
D. Infringement Procedures: In the event of any suspected infringement of intellectual property rights, the affected Party shall promptly notify the other Party. The Parties shall cooperate in investigating and addressing any such infringement.
VIII. Indemnification and Liability
A. Indemnification by Client: Client agrees to indemnify and hold Consultant harmless from any claims, damages, and expenses arising out of Consultant's provision of the consultancy services under this Agreement.
B. Indemnification by Consultant: Consultant agrees to indemnify and hold Client harmless from any claims, damages, and expenses arising out of Client's use of the consultancy services provided under this Agreement.
C. Limitation of Liability: Consultant's liability under this Agreement shall be limited to the amount of fees paid by Client in the six (6) months preceding the claim. Neither Party shall be liable for any indirect, incidental, or consequential damages.
D. Insurance Requirements: Both Parties shall maintain adequate insurance coverage to cover their respective indemnification obligations under this Agreement.
IX. Termination
A. Termination by Client: Client may terminate this Agreement with thirty (30) days' written notice for any material breach of this Agreement by Consultant, provided that the breach is not cured within the notice period.
B. Termination by Consultant: Consultant may terminate this Agreement with thirty (30) days' written notice for any material breach of this Agreement by Client, provided that the breach is not cured within the notice period.
C. Termination for Convenience: Either Party may terminate this Agreement for convenience with ninety (90) days' written notice to the other Party.
D. Effects of Termination: Upon termination, Consultant shall cease all consultancy activities and return or destroy all confidential information and materials provided by Client. Client shall pay Consultant for all services rendered up to the date of termination.
E. Survival of Obligations: The obligations of confidentiality, indemnification, and any other provisions that by their nature should survive termination shall remain in effect after the termination of this Agreement.
X. Dispute Resolution
A. Negotiation and Mediation: The Parties agree to attempt to resolve any disputes arising out of this Agreement through good faith negotiations. If the dispute cannot be resolved through negotiation within thirty (30) days, the Parties shall submit the dispute to mediation.
B. Arbitration: If the Parties cannot resolve the dispute through mediation within sixty (60) days, the dispute shall be submitted to arbitration in [Jurisdiction] in accordance with the rules of the [Arbitration Organization]. The decision of the arbitrator shall be final and binding.
C. Jurisdiction and Venue: Any arbitration proceedings shall be conducted in [Jurisdiction], and the award of the arbitrator shall be enforceable in any court of competent jurisdiction.
XI. Miscellaneous Provisions
A. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral.
B. Amendments and Modifications: Any amendments or modifications to this Agreement must be in writing and signed by both Parties.
C. Assignment and Subcontracting: Neither Party may assign or subcontract its rights or obligations under this Agreement without the prior written consent of the other Party.
D. Notices: Any notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or sent by email with confirmation of receipt.
E. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
F. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
G. Force Majeure: Neither Party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, and natural disasters.
Signatures
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
Client
[Name]
[Date]
Consultant
[Name]
[Date]
