Please double check everything to make sure that the change was done correctly. This is in reference of the Client vs Subcontractor and Designer Vs Contractor I will add the note in a bit.
Please keep everything that was marked in yellow and double check or modify everything marked in green.
CAD RELEASE FORM CONTRACT
This Contract is between (name of subcontractor) __________ (the “Subcontractor”) and _____________ (your company name) a (your state) limited liability company (the “Designer”).
The Subcontractor and the Company shall together be referred to as “Parties” in this Contract.
WORK AND PAYMENT.
Project. The Subcontractor has requested that your company name provides CAD project files or drawings in .DWG, .PDF or .JPG format.
Schedule. The Designer will deliver files once payment is received.
Payment. The Subcontractor will pay the Designer a flat fee of USD ______. Of this, the Subcontractor will pay the Designer to release the documents. All purchases are final, and non- refundable (remove if not applicable).
Users of this contract: This CAD release contract is for interior designers. Such interior designers may also share this contract with subcontractors, realtors, general contractors and architects subject to the conditions set out herein.
Support. The Designer will not provide support for any deliverable once the Subcontractor accepts it, unless otherwise agreed in writing.
CAD drawing is a detailed 2D or 3D illustration displaying the components of an architectural project. Computer-aided design utilizes software to create drawings to be used throughout the entire process of a design project, from conceptual design to construction or assembly. (Should we add this or is not necessary?)
CONFIDENTIALITY AND NON-DISCLOSURE
The Parties shall maintain the confidentiality of all the private affairs and/or information of each other and shall not disclose such information to a third party without the express consent of that party.
Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Contract, the non-disclosing party may be entitled to equitable relief.
Subcontractor accept electronic files for drawings and specifications “as-is”. These files are provided only for design intent only for the convenience of the receiving party and others providing services to the receiving party for. In accordance with the construction contract, the official Contract Documents are the DWG and PDF files issued during the solicitation period, as modified by any subsequent contract amendment or modification.
Subcontractor shall verify all measurements on site.
INTELLECTUAL PROPERTY IN ELECTRONIC FILES
Any electronic media transmitted to the Subcontractor shall remain the property of your company name and is subject to its copyright. The files are to be used solely to facilitate the construction and construction documentation for the Designer’s projects and are not to be copied, resold and reused for other purposes.
In the event that the Subcontractor copies, resells and /or reuses the electronic files without the written consent of the Designer, the Designer shall be at liberty to pursue for compensation, including any profits realized from any unauthorized dealings of the Subcontractor.
In this Contract, the Subcontractor agrees to indemnify the Designer (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 Subcontractor of its obligations under this Contract. Any use of the information obtained or derived from these electronic files will be at the receiving party’s sole risk and without liability, risk or legal exposure to your company name. You agree to indemnify and hold harmless your company name against any claims, damages, or liabilities of any kind relating to your use of the above transmitted information.
The Designer herein is not a legal advisor. The Subcontractor understands that any information given by the Designer is based on good faith and professional experience. The Designer shall not be responsible for the consequences of such information/advice.
Any transaction between the Subcontractor and the Client that involves the documents sent by the Designer is the sole responsibility of the Subcontractor and the Client shall have no right to make any claim against the Designer.
TERM AND TERMINATION
The term of this Contract shall commence on the date of execution and will remain in full force and effect until the services are complete. The intellectual property rights (section 3) and indemnification clause (section 4) will however survive the termination of this Contract throughout the term of the remodeling project and after construction is completed.
The Subcontractor however understands that no refunds shall be made to them in the event of termination caused by breach or violation of any term of this agreement.
In the event of termination caused by the Subcontractor, all payments made by the Subcontractor shall not be refunded.
“Force Majeure” shall mean any event beyond the reasonable control of the Parties, and which is unavoidable notwithstanding the reasonable care of the party affected, and shall include but not be limited to war, insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident, epidemic, act of God, action or inaction of any governmental official or agency (civil or military) and refusal of any licences or permits, if properly applied for.
If either Party is prevented from or delayed in performing any of its obligations under this Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances thereof within fourteen (14) days after the occurrence of such event.
The Party who has given such notice shall be excused from the performance or punctual performance of its obligations under this Contract for so long as the relevant event of Force Majeure continues and to the extent that such Party’s performance is prevented or delayed. The occurrence of any event of Force Majeure affecting either party shall not give rise to any claim for damages or additional costs and expenses suffered or incurred by reason of Force Majeure.
SEVERABILITY OF PROVISIONS
If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Contract.
If one Party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Failure by either party to enforce any provision of Contract will not constitute a waiver or affect its right to require the future performances thereof, nor will its waiver of any breach of any provision of this Contract constitute a waiver of any subsequent breach or nullify the effectiveness of any provision.
No waiver will be binding unless made in writing and signed by the party making the waiver and specifically stating that it waives a provision of this Contract.
Neither this Contract nor any rights or obligations hereunder shall be assigned by either party hereto (other than by operation by law) without the prior written consent of the parties.
GOVERNING LAW AND DISPUTE RESOLUTION
The laws of the state of ___ govern the rights and obligations of the Client and the Contractor under this Contract, without regard to conflict of law principles of that state.
Any dispute arising out of or in connection with this Contract shall be settled amicably by the parties in good faith by whatever means the parties deem appropriate. If the parties cannot themselves resolve any such dispute between them within 14 days from the time the dispute arose, initial resort shall be had to private conciliation or mediation in a form agreed by the parties. If within a further 14 days after the dispute has arisen a satisfactory private conciliation or mediation process has not been agreed upon by the parties, or if within 30 days after the dispute has been submitted for private conciliation or mediation it has not been resolved to the satisfaction of the parties, then the dispute may be submitted for final and conclusive resolution to the court.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed in duplicate, each of which shall be considered an original, by them/respective signatory officials thereunto duly authorized as of the day and year first above written.
If the above meets your approval, please sign at the bottom of the letter and send with a retainer payment. (Delete if not applicable)
Signed by or on behalf of:
THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING BELOW, ACCEPTED THE TERMS OF THIS CONTRACT AND HAS SOUGHT THE ADVICE OF A LAWYER IN ENSURING THAT THIS CONTRACT COMPLIES WITH THE LAW IN THEIR STATE, CITY OR PROVINCE.
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