Free Agreement Between Owner and Architect

This Agreement Between Owner and Architect ("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] ("Architect"), and [Owner Name], a [State/Country] corporation with its principal place of business at [Owner Address] ("Owner"). Owner and Architect are collectively referred to herein as the "Parties" and individually as a "Party."

WHEREAS, Owner intends to undertake a construction project located at [Project Location] ("Project") and requires architectural services for the design and administration of the Project;

WHEREAS, Architect specializes in providing architectural services and has the expertise and resources to assist Owner in achieving its project goals;

WHEREAS, Owner desires to engage Architect to provide the architectural services as described herein, and Architect 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: Architect shall provide architectural services for the Owner's construction project. These services include, but are not limited to, design review, project management, feasibility studies, technical advice, concept design, schematic design, design development, and preparation of construction documents.

B. Deliverables: Architect shall provide the deliverables as specified in Appendix A, including detailed drawings, reports, and other necessary documentation.

C. Timeline and Milestones: Architect shall adhere to the timeline and milestones specified in Appendix C. Key milestones include the completion of the schematic design phase within thirty (30) days of the Effective Date, the design development phase within sixty (60) days, the construction documents phase within ninety (90) days, and the bidding or negotiation phase within one hundred twenty (120) days.

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 eighteen (18) 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. Total Fee: Owner agrees to pay Architect a total fee of $180,000 for the architectural services provided under this Agreement.

B. Payment Schedule: The total fee shall be paid in monthly installments of $10,000 each, due on the first day of each month.

C. Reimbursement of Expenses: Any additional expenses incurred by Architect in the course of providing the services, such as travel expenses and material costs, shall be reimbursed by Owner, provided that such expenses are pre-approved by Owner.

D. Taxes and Duties: Owner 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 Owner:

1. Provide Access: Owner shall provide Architect with access to necessary information, materials, and resources required for the execution of the architectural services.
   

2. Timely Approvals: Owner shall review and approve deliverables and reports in a timely manner to avoid delays in execution.
   

3. Feedback and Collaboration: Owner shall provide constructive feedback and collaborate with Architect to refine and improve designs and strategies.

B. Responsibilities of the Architect:

1. Professional Conduct: Architect shall use its best efforts to perform the architectural services in a professional and timely manner.
   

2. Execution of Services: Architect shall execute the architectural services as detailed in this Agreement and Appendix A.
   

3. Reporting: Architect shall provide regular reports on the progress of the architectural services as specified in Section VI.

V. Design Phases

A. Schematic Design: Architect shall develop initial schematic designs based on Owner’s requirements and project specifications. These designs shall be delivered within thirty (30) days of the Effective Date.

B. Design Development: Architect shall further develop the schematic designs into detailed design documents suitable for construction. These documents shall be delivered within sixty (60) days of the Effective Date.

C. Construction Documents: Architect shall prepare final construction documents, including detailed drawings and specifications required for the construction of the project. These documents shall be delivered within ninety (90) days of the Effective Date.

D. Bidding or Negotiation Phase: Architect shall assist Owner in the bidding or negotiation phase, providing necessary documentation and support to ensure the selection of a qualified contractor. This phase shall be completed within one hundred twenty (120) days of the Effective Date.

E. Construction Phase: Architect shall provide ongoing support during the construction phase, ensuring that the project is built according to the construction documents and addressing any design-related issues that may arise.

VI. Project Management

A. Project Coordination: Architect shall coordinate all project activities, ensuring that all tasks are completed on schedule and within the agreed-upon budget.

B. Communication Protocols: Architect shall maintain regular communication with Owner through weekly meetings and email updates to discuss project status, issues, and next steps.

C. Progress Meetings: Architect shall participate in progress meetings with Owner on a bi-weekly basis to review the status of the project, address any concerns, and adjust plans as necessary.

D. Reporting Requirements: Architect shall provide monthly progress reports outlining the status of the project, any issues encountered, and recommendations for addressing these issues. These reports shall be submitted to Owner on the last business day of each month.

VII. Construction Administration

A. Site Visits: Architect shall conduct site visits as necessary to monitor the progress and quality of the construction. A minimum of one site visit per month is required.

B. Quality Assurance: Architect shall ensure that the construction work complies with the construction documents and meets the required quality standards.

C. Change Orders: Architect shall manage and document any changes to the project scope, design, or construction process. All change orders must be approved by Owner before implementation.

D. Contractor Coordination: Architect shall coordinate with the contractors to address any issues, provide clarification on design intent, and ensure that the construction process proceeds smoothly.

E. Reporting: Architect shall provide written reports of site visits and any observations related to construction quality and progress. These reports shall be submitted to Owner within five (5) business days following each site visit.

VIII. Performance Standards

A. Quality of Work: Architect 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: Architect shall comply with all applicable laws, regulations, and codes in the performance of the architectural services.

C. Key Performance Indicators (KPIs): The effectiveness of the architectural services will be measured using the following KPIs:

• Timely completion of milestones and deliverables.

• Client satisfaction with deliverables, as measured through periodic surveys.

• Adherence to the project budget and schedule.

• Successful resolution of any construction issues.

D. Regular Reviews: Monthly progress reviews will be conducted to assess the overall effectiveness of the architectural services. During these reviews, the Parties will discuss the results, address any issues, and make necessary adjustments to the project plan.

IX. 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.

X. Intellectual Property Rights

A. Ownership of Work Product: Architect retains ownership of all intellectual property developed prior to and during the term of this Agreement. Owner is granted a non-exclusive license to use the work product resulting from the architectural services for its internal purposes.

B. License to Use Intellectual Property: Any use of Architect’s intellectual property beyond the scope defined in this Agreement requires prior written consent from Architect.

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.

XI. Indemnification and Liability

A. Indemnification by Owner: Owner agrees to indemnify and hold Architect harmless from any claims, damages, and expenses arising out of Architect's provision of the architectural services under this Agreement.

B. Indemnification by Architect: Architect agrees to indemnify and hold Owner harmless from any claims, damages, and expenses arising out of Owner's use of the architectural services provided under this Agreement.

C. Limitation of Liability: Architect's liability under this Agreement shall be limited to the amount of fees paid by Owner 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.

XII. Termination

A. Termination by Owner: Owner may terminate this Agreement with thirty (30) days' written notice for any material breach of this Agreement by Architect, provided that the breach is not cured within the notice period.

B. Termination by Architect: Architect may terminate this Agreement with thirty (30) days' written notice for any material breach of this Agreement by Owner, 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, Architect shall cease all architectural activities and return or destroy all confidential information and materials provided by Owner. Owner shall pay Architect 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.

XIII. 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.

XIV. 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.

Architect

[Name]

[Date]

Owner

[Name]

[Date]

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