Agreement

This Subconsultant Agreement is made on October 17, 2026 between Your Company ("Engineer") and Your Client ("Prime"), the design firm leading the project.

1. Project and Services

Engineer will provide the engineering services described in its proposal dated [date of the proposal, for example: March 3, 2026], which is part of this agreement, for [the project, for example: 210 Main Street, a three-story mixed-use building] (the "Project"). Engineer's services are limited to that scope.

2. The Prime Agreement

Prime has an agreement with the Project's owner (the "Prime Agreement"). Engineer is bound only by the terms of the Prime Agreement that apply to its services, and only by those Prime has given Engineer in writing before signing this agreement. If one of those terms conflicts with this agreement, the parties will agree in writing which governs. Prime will tell Engineer of any change to the Prime Agreement that affects Engineer's services.

3. Coordination

• Prime leads the design team and coordinates the work of all consultants.
• Prime will provide current architectural backgrounds at the milestones the parties agree, and tell Engineer promptly of changes in layout, program, budget, or schedule.
• Engineer will coordinate its work with the backgrounds it receives, attend design team meetings, and raise conflicts it finds with other disciplines.
• Changes to backgrounds after Engineer has developed its work from them are additional services.

4. Compensation and Payment

• Fees are as set out in Engineer's proposal. Engineer invoices monthly by percent complete.
• Prime will include Engineer's invoices in its own billing to the owner promptly.
• Prime will pay each invoice within 10 days of receiving the owner's payment for it, and in any case within 60 days of the invoice date, unless the owner has withheld payment because of a problem with Engineer's own work.
• Engineer may suspend services with 7 days' written notice while an invoice is more than 60 days unpaid.

5. Additional Services

Services outside the proposal, including redesign after changes to the backgrounds, are billed hourly at the rates in the proposal. Engineer will request them in writing, and won't start until Prime approves the scope and fee.

6. Standard of Care

Engineer will perform its services with the care and skill ordinarily used by engineers in the same discipline, practicing in the same area under similar circumstances. Engineer makes no other warranty.

7. Instruments of Service

Engineer's drawings, calculations, specifications, and models are its instruments of service, and Engineer keeps all rights in them. Once Engineer is paid, Prime and the owner may use them to build, use, and maintain the Project. Engineer seals only the documents it prepared.

8. Insurance

Engineer will carry professional liability insurance of at least $1,000,000 per claim and $2,000,000 in total, plus general liability and workers' compensation insurance, while it provides its services. Certificates are available on request.

9. Limitation of Liability

To the extent permitted by law, Engineer's total liability to Prime for all claims related to the Project is limited to the fees paid to Engineer under this agreement. Neither party is liable to the other for indirect or consequential damages.

10. Construction

The contractor is solely responsible for construction means, methods, sequencing, and site safety. Engineer's site visits are to observe the work in general, not exhaustive inspections.

11. Termination

Either party may end this agreement with 14 days' written notice. If the Prime Agreement ends, this agreement ends with it. Prime will pay Engineer for services performed and expenses incurred to the end date.

12. Disputes

The parties will try to resolve any dispute by direct discussion, then by mediation, before starting any other proceeding. If the owner makes a claim involving Engineer's work, Prime will tell Engineer promptly, and Engineer will cooperate in responding to it.

13. General

This agreement is governed by the laws of [state, for example: Colorado]. It, the proposal, and the Prime Agreement terms given to Engineer in writing are the entire agreement between the parties, and may only be changed in writing. Neither party may assign it without the other's consent. Nothing in it gives rights to anyone other than the parties.

By signing below, both parties agree to these terms.