ARCHITECTURAL SERVICES AGREEMENT

THIS REVISED AGREEMENT is made on this __________ at _________

BY AND BETWEEN

__________ established under _____________ having Registration No. _________ and

office located at __________ and represented herein by and acting through its authorized
signatories ______________ and hereinafter referred to as the “Client” [which expression
shall, unless repugnant to the context or meaning thereof, be deemed to mean and include
its successors in interest and assigns] of the ONE PART;

AND

____________, a __________ firm and represented herein by ___________, Principal

Architect registered with the Council of Architecture, New Delhi (Reg. No. __________) and
having its office at ____________, hereinafter referred to as the “Architect” [which
expression shall, unless repugnant to the context or meaning thereof, be deemed to mean
and include its partners and their legal heirs, executors, administrators, legally constituted
attorneys, assigns and successors-in-interest] of the OTHER PART. The Client and Architect
are, hereinafter referred to individually as “Party” and collectively referred to as the
“Parties”.

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WHEREAS:

A. The Client owns approximately ________ Sq.m. plot with in Mouza ________, bear-
ing Municipal House No. ______ and intends to develop the same into ______.
The_______ has been envisaged as a Basement + Ground + _____ stories comprising
of the following requirements - _______________, etc., as per Schedule C.

B. The budgeted cost of the Project is INR _____ Cr., hereinafter known as the Project
Cost. The Project Cost is including Architect’s Fee and statutory Building Sanction
charges but excluding liaison charges, etc. The Break-up of Project Cost is as per
Schedule C.

C. The Client shall now appoint the Architect for providing Services as defined herein-
after.

D. The Parties herein consider it prudent and necessary to record the terms
of their Agreement in following manner:

A. The Parties herein consider it prudent and necessary to record the terms
of their Revised Agreement in following manner:

NOW THIS REVISED AGREEMENT WITNESSES AND IT IS AGREED BETWEEN THE PARTIES HERETO
AS FOLLOWS: -

1. DEFINITIONS

1.1 “Premises” shall mean the _________ acres property located at ___________ in
relation to which the services of the Architect have been hired by the Client.

1.2 “Project” shall have the meaning ascribed to it in Clause 2.1.

1.3 “Project Cost” shall include the cost of execution of the assigned works
referred to in Scope of Work (Schedule A) and shall be the cost of all building
works, roads, including the cost of structural work, land forming, water pools,
sanitary, foundations, water supply, plumbing and electrical works, including
sanitary and electrical fittings and fixtures, water and sewage treatment plants,
DG sets, sub-stations, elevators, escalators, air conditioning, pumps and
motors, mechanical equipment, kitchen and laundry equipment, CCTV,
acoustics, sound and light equipment, building automation systems, art works
fixed to the structures; i.e., on all items on which the architects had rendered
professional services, but shall exclude the cost of land and existing structures
on the site.

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 1.3.1 Parties are aware that the Cost of the Project would not be considered for the
purposes of calculation of the Architect’s Fee as the Architect’s fees shall be a
___________ Fee of INR ___________ Cr. The Fees is excluding the GST or any
other taxes that may be subsequently levied by the government; TDS shall be
deducted and deposited as per the norms. The Comprehensive Architectural
Services shall be as per Schedule A. The Payment Schedule shall be as per
Schedule B.

1.4 “Completion” of the building shall mean whenever any one of the
following are completed:
[1.4.a] An Occupancy Certificate is issued by the local authority.
[1.4.b] A certificate of Virtual Completion of Works has been issued by the
Competent Authority (Site Engineer/Architect)
[1.4.c] A completion Certificate has been issued to the Contractor.

1.5 “Scale of Charges” shall refer to the ___________ professional fees to be paid by
the Client to the Architect in terms of this Agreement for the Project and as
detailed in Schedule B hereof.

1.6 “Comprehensive Architectural Services” shall mean the services to be

performed by the Architect in terms of this Agreement for the Project including
services rendered by the Specialized Consultants and as detailed in Schedule A
and Schedule C hereof.

1.7 “Specialized Consultants” shall mean expert agencies providing Services which
are not part of the in-house Services provided by the Architect and are therefore
availed by the architect via outsourcing and are part of the Services to be
performed by the Architect in terms of this Agreement for the Project such as
design of roads, structures land forming, water pools, foundations, sanitary,
water supply, plumbing and electrical works, water and sewage treatment
plants, DG sets, sub-stations, elevators, escalators, air conditioning, pumps and
motors, mechanical equipment, kitchen and laundry equipment, CCTV,
acoustics, sound and light equipment, building automation and security systems
and Façade/Fenestration.
The following are the services that will be outsourced by the Architect to
Specialized Consultants for which, the Architect will pay their fees. The
Specialized Consultant’s shall be based out of Nagpur only who shall be
renowned and best in their field –
 Structural
 PHE
 HVAC
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 Electrical (HT, LT, DGS, Panels)
 LV (IT, IBMS, AV, PA, CCTV)
 Acoustics
 Internal Lighting
 External Lighting
 Fire Fighting and Fire Detection
 Security
 Facade and Fenestration
 Lifts and Escalators
 Kitchen/BOH/Laundry
The following are the services that shall be outsourced by the Architect to the
Specialized Consultants for which, the Client will pay their fees. The Architect
will coordinate their services –
 Sustainability - GRIHA/LEED Rating, Concentrated Solar Power, Solar
Power/Photo Voltaic/BIPV, Geo-Thermal Energy, Wind, Tunnels/Towers, Tiny
Wind Mills, etc.

In addition to the above the Specialized Consultants, the Architect is free to take
inputs/details from vendors for confirmation on the design. Only practicing consultants
shall be involved with Client’s consent. The inputs from vendors, if required, shall be
used by the consultants for internal working only. However, for facilities such as
musical fountains, 7D hologram. Laser show, sound and light shows, etc., the Architect
shall be free to consult vendors. The Architect shall vet submissions made by the vendor
and accordingly advise the Client on their appointment.

1.8 “Project Management Consultant (PMC)” shall mean an expert agency in the
field of building and infrastructure work that shall act and discharge its duties
on a day-to-day basis in the capacity of a Construction Manager/Engineer-in-
charge/Clerk of Works/Site Supervisor and/or Construction Management
Agency.

1.9 “Virtual Completion of Works” shall mean the stage at which the
building/structure or part thereof is completed as per the contract documents,
drawings and specification and is fit for occupancy/intended use.

1.10 “Shop Drawings” shall mean drawings or a set of drawings produced by the
Contractor(s)/suppliers/manufacturers of proprietary items/fabricators, etc.,
which is their drawn version of information with a style very much different from
architect’s drawings and are typically required for prefabricated items such as

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 elevators, structural steel members, pre-cast concrete members, prefabricated
doors and windows, factory made cabinets, modular furniture, air handling
units, and the like and may also include installation and coordination drawings
of the MEP trade such as sheet metal ductwork, piping, plumbing, fire protection,
Façade/Fenestration, etc.

1.11 “Appointment of Contractor(s)” (Stage 5) shall mean prepare tender documents;

invite tender on behalf of the Client; analyze tenders; advise Client on appointment of
Contractor(s).

1.12 “Construction” (Stage 6) shall mean a) Prepare and issue working drawings and
details for proper execution of works during construction; b) Approve samples of various
elements and components; c) Check and approve shop drawings submitted by the
contractor/vendors; d) Visit the site of work, at intervals mutually agreed upon, to inspect
and evaluate the Construction Works and where necessary clarify any decision, offer
interpretation of the drawings/specifications, attend conferences and meetings to ensure that
the project proceeds generally in accordance with the conditions of contract and keep the
Client informed and render advice on actions, if required; e) In order to ensure that the work
at site proceeds in accordance with the contract documents/drawings and to exercise time
and quality controls, the day-to-day supervision will be carried out by the Project
Management Consultant who shall work under the guidance and direction of the Architect
and shall be appointed and paid by the Client; and f) Issue Certificate of Virtual Completion
of Works.

1.13 “Completion” (STAGE 7) shall mean a) Prepare and submit completion reports and
drawings for the project as required and assist the Client in obtaining
"Completion/Occupancy Certificate" from statutory authorities, wherever required; and b)
Issue two sets of as-built drawings including services and structures.

2 APPOINTMENT

2.1 The Client hereby appoints ________________________ proprietor of ________,

the Architect herein, as the architect in respect of providing Comprehensive
Architectural and Other Services as per clause 1.7 with respect to the proposed
_____________________ to be developed on the Premises (“Project”).

2.2 The Architect hereby accepts the said appointment on the terms and conditions
contained herein.

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 3 PROFESSIONAL FEES AND EXPENSES

A. Professional Fees

3.1 In consideration for the Services rendered, the Client shall pay to the Architect
by way of remuneration, a ___________ fees in the manner as detailed in
Schedule B hereto (hereinafter referred to as the “Fees”). The Fees shall be paid
in stages as provided in Schedule B hereof.

3.2 Any tax levied by law, such as Goods and Service Tax, etc., contingent on the
Services rendered by the Architect shall be payable by the Client, over and above
the Fees.

3.3 Upon the completion of each stage (Stage 1 up to Stage 4) as detailed in Schedule
A (_______), the Architect shall raise an invoice for Fees on the Client as per
Schedule B. 50% of the Fees so raised shall be paid by the Client within 15
(Fifteen) days from the date of receipt of the invoice by the Client from the
Architect. The remainder of the Fees, i.e., 50% shall be paid by the Client within
30 (Thirty) days from the date of receipt of the invoice by the Client from the
Architect.

For the remaining stages (Stage 5 up to Stage 7) as detailed in 1.11, 1.12, 1.13 and
Schedule B (___________), the Architect shall raise an invoice for Fees on the
Client from the date of submission of Stage 4 __________ irrespective of
“Completion” of the “Project” or not having been achieved within the “Time
Schedule” of __________________. In such an event, the Architect and the
Specialized Consultants shall not be liable to render/provide remaining/balance
service(s) under 1.11, 1.12, 1.13 and Schedule B as the case may be. However, if
the “Project” achieves “Completion” before the “Time Schedule”, the Architect
shall raise invoice for the balance instalments in one final invoice. 50% of the Fees
so raised shall be paid by the Client within 15 (Fifteen) days from the date of
receipt of the invoice by the Client from the Architect. The remainder of the Fees,
i.e., 50% shall be paid by the Client within 30 (Thirty) days from the date of receipt
of the Invoice by the Client from the Architect.

3.4 Any changes/revisions made by the Client in the design/working

drawings/tenders and documents after the drawings have been submitted for
approval to the statutory authorities (Stage 3) shall be attended to by the
Architect. The same shall be treated as additional Services rendered by the
Architect for which, the Client shall pay the Architect at mutually agreed rate.

3.5 The Fees as agreed to herein shall be specifically applicable for the Services as
detailed in Schedule A hereto. In the event the scope of the Services is extended
beyond the scope of Services mentioned in Schedule A hereof, the Architect shall
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 be entitled to additional fees as agreed between the Client and Architect for such
additional work.

3.6 In the event the Architect, at the request of the Client, commences work that was
once postponed, cancelled or abandoned, whether attributable to the Architect,
Client or any third party, then any payments already made or due towards
Services already rendered, shall be counted towards the total Fee payable
hereunder.

3.7 Progressive, payments shall be made by the Client to the Architect against the
deliverables mentioned in Schedule A, based on the quantum of work done
during that stage, as may be mutually agreed to between the Client and the
Architect. Such payment shall always be within the Fees due for that stage as per
Schedule B.

A. Expenses

The Client shall reimburse at actuals/provide free of cost as the case may be to the
Architect, its staff, Specialized Consultants, its staff in the following manner for
work carried out for or on behalf of the Client -

3.8 Travel: For out of station visits on transport from residence or office to airport, bus
station or railway station and vice versa, as the case may be will be by Air-fare
(economy class) in case of Principal Architect/Principal Specialized Consultants
and by II AC train fare in case its staff.

3.9 Boarding and lodging: For out of station visits on boarding and lodging it is
understood that the Principal Architect, Principal Specialized Consultants and its
staff would stay in suitable hotels or guest houses according to availability.

3.10 Compensation for out-of-office time: For out of station visits compensation per
day for the time spent by the Architect, Specialized Consultants and its staff
shall be as follows –

(i) Architect and Specialized Consultants – Rs. _________/- per day

(ii) Staff - Rs. ________ per day.

3.11 Free of cost an air-conditioned furnished office space at site of reasonable size
with toilet facility and free electricity to enable the Architect to discharge its
duties, if required by the Architect. The Architect shall provide for computers,

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 printers, software’s, etc., as may be necessary for the discharge of its
responsibilities.

3.12 Other incidental expenses, if any, incurred with the written approval of the Client
in connection with the project.

3.13 Cost of preparation of perspectives and presentation models, BIM, computer

simulation, presentation drawings, etc., other than mentioned in Schedule A.

4 TIME SCHEDULE

The Architect shall render Services up to Stage 4 of Schedule A within 15 months

of the execution of this Agreement. This includes ‘Signing Off’ and ‘Proof
Checking’ by the Client for the various stages within the time schedule
mentioned in Schedule A. Whether the Client wishes to take up construction at
one go or in a phased manner, the payment schedule as maintained in Schedule
B up to stage 4 shall be followed. For the remainder of the Stages, namely Stages
5 to 7, the project duration shall be of _________ from the date of submission of
Stage 4 by the Architect.

5 ARCHITECT’S ROLE AND RESPONSIBILITIES

The Architect shall discharge all his obligations connected with the Project
and the Client as follows:

5.1 The Architect shall be entitled to use the services of any architect(s)/Specialized
Consultant(s) (appointed by mutual consent of both Parties, whether paid for by
the Client or the Architect) with whom it may in good faith enter in business
relations for the effective implementation of this Agreement (“Specialized
Consultants”). The Architect shall share the Agreement entered into by him with
the Specialized Consultant(s) with the Client (except for commercial terms) for
their consent and approval. Except as above stated, neither the Client nor the
Architect shall assign or transfer its interest in this Agreement. The responsibility
for payment to the Specialized Consultants shall be as per 1.7.

5.2 The Architect shall be responsible for the direction and integration of the
Specialized Consultants’ work, whether paid for by the Client or the Architect.
The Specialized Consultants, however, shall be fully and solely responsible for
the calculations, the detailed design and periodic inspection and evaluation of
the work entrusted to them by the Architect. The Architect shall not incur any
liability for the same. The Architect shall, if requested, make available the design

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 calculations to the Client. The deliverables submitted by the Architect and its
Specialized Consultants will be proof checked by the Client and approved in
writing. The Client shall pay for the proof checking.

5.3 The Architect shall keep the Client informed about the progress of work from
time to time in writing.

5.4 The Architect will advise the Client on the Time Schedule (Bar
Chart/PERT/CPM Network/Etc.) prepared by the contractors/PMC for the
completion of the work in writing.

5.5 The Architect shall prepare preliminary and working drawings, plans, 3D study
model and also a schedule of specifications, quantities of building material
required and other details in the manner as detailed in Schedule A hereof.

5.6 The Architect shall after getting the plans approved by the Client furnish the
same to the Client, who shall be responsible to obtain the approval of the
Competent Authority and all other concerned authorities for the sanction of the
plans. The Architect shall be co-operative and render assistance that the Client
may require in this respect.

5.7 The Architect shall supply to the Client, free of cost, up to 4 (Four) sets of
drawings at different stages, preferably A1 size and addendums at A3/A4 sizes.

5.8 Any professional services to be rendered by the Architect at the instance of the
Client after the agreed project completion period shall be compensated for on
mutually agreed terms.

5.9 The Architect shall not make any deviations, alterations or omissions from the
approved drawings, involving financial implications without prior consent of the
Client.

5.10 The Architect shall issue variation orders with the approval of the Client if
changes are necessary for technical reasons.

5.11 The Architect may suggest material changes on site in the designs if they are
necessary for construction to continue, or for aesthetic reasons. An Architect’s
Register will be kept at the site and instructions will be noted therein. The
changes should be discussed with the client if there is cost implication due to the
change.

5.12 No change shall be made in the approved drawings and specifications at site by
the Client/PMC etc., without the consent of the Architect.

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5.13 The Architect shall prepare tender documents in order to facilitate the
publication of the tender by the Client for inviting qualified contractors and PMC
to submit their offers in response to such tender(s).

5.14 The Architect shall advise the Client on award of work to the contractor(s) and
PMC. The Architect shall assist the Client in entering into contract with the
selected contractor(s) and Project Management Consultant(s) [“Contractor(s)”,
“Project Management Consultant (PMC)”].

5.15 The Architect shall assist the Client in the issuance of the work order to the
Contractor(s) and PMC.

5.16 The Architect shall exercise all reasonable skill, care and diligence in the
discharge of its duties and shall exercise such general superintendence and
inspection as may be necessary to ensure that the works are being executed in
accordance with the contract documents, drawings, specifications, Architect’s
instructions, etc.

5.17 The PMC shall record measurements of each Running Account Bill and Final Bill
jointly with the Contractor(s) and submit the same to the Client. Each Running
Account Bill and Final Bill of the Contractor(s) and PMC shall be submitted by
the Client to the Architect for vetting and certification after the same has been
vetted and certified by the PMC (other than its Bill). The vetting of Contractor(s)
Running Account and Final Bill by the Architect will be random and limited to
25% of the quantities contained therein. After vetting of the bill(s) within 15 days,
the same shall be submitted by the Architect to the Client. Should there be a
variation in the value of the Bill(s) vetted by the Architect by 2.50% or more, the
Architect will order rerecording of the Bill(s) in its entirety.

5.18 The Architect shall issue certificate authorizing payment to the Contractor(s).

5.19 The Architect shall visit the site to monitor the progress of work and to verify
whether the works are being carried out in accordance with contract documents,
drawings, specifications, instructions, etc., at least once a month and for as many
times as may be required depending on the actual progress of work at site.
During such visits, the Architect shall clarify any doubts that the Contractor(s),
PMC may have.

5.20 The Architect shall not assume any responsibility in respect of any deviations
from the original approved plans by the Architect where such deviations are not
approved by the Architect but are implemented at the express request of the
Client/PMC.

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5.21 The Architect shall always be accessible on working days and during working
hours on telephone or email to clear any doubts that the Client/ PMC and/or the
Contractor(s) may have at Stage 6 of the Project.

5.22 At the request of the Client, the Architect shall act impartially in respect of any
dispute or difference between the Client and the Contractor(s) and PMC as to the
quality or quantity of work done, payment of interims bills and all other matters
respecting the Contractor(s) and PMC’s work and give its suggestions.

5.23 The Architect shall advise well in advance the Client if the total authorized
expenditure is likely to be exceeded.

5.24 The Architect shall advise well in advance the Client if the contract time is likely to
vary.

Exclusions:
The scope shall exclude preparing conceptual, preliminary and working drawings
pertaining to Application of Energy Conservation Building Code, Topographical
Survey, Geo-technical investigations, Environment Impact Assessment, Ecological
Assessment, Liaison with Competent Authorities for obtaining statutory
permissions, preparing presentation/working models, 3D images, folders, for
brochures and publicity material.

3 CLIENT’S ROLE AND RESPONSIBILITIES

The Client shall discharge all its obligations connected with the Project and
engagement of the Architect as follows:

3.1 To furnish the detailed requirements of the Project to the Architect.

3.2 To provide a copy of the lease/ownership and other documents related to the
Premises required for obtaining building permission to the Architect.

3.3 To provide a site plan, to a suitable scale, showing boundaries, contours at

suitable intervals, existing physical features including any existing roads, paths,
trees, existing structures, existing service and utility lines including underground
utilities, alignment of existing streets and permanent building lines, adjoining
properties, easement rights, rights of ways, restrictions, basements, fences,
retaining walls, party walls, wells, canals, and such lines to which the proposed
service can be connected. In case such information is not readily available, the
Client shall arrange for the survey/collection of necessary information and pay
for the same.

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3.4 Provide the Architect, through their PMC with spot levels and micro
site layouts for purposes of exact building locations during the process of
construction and design in later phases.

3.5 To furnish reports on soil conditions and test as required by the Architect and pay
for the preparation of the same.

3.6 To appoint Specialized Consultant(s) - and Project Management Consultant

(appointed by mutual consent of both Parties, whether paid for by the Client or
the Architect) with whom it may in good faith enter in business relations for the
effective implementation of this Agreement (“Specialized Consultants”). The
Client shall share the Agreement entered into by it with the Specialized
Consultant(s) with the Architect (except for commercial terms) for his consent and
approval. Except as above stated, neither the Client nor the Architect shall assign
or transfer its interest in this Agreement. The responsibility for payment to the
Specialized Consultants by the Client shall be as per 1.7.

3.7 To provide in writing authority to the Architect before initiating any Stage of his
duties. Except as provided in sub-clause [5.12] above, any material deviation,
alteration, addition to, or omission from, the approved design shall be made only
with the knowledge and consent in writing of the Client. If it is not in writing
from the Client, the Architect shall record the decision in an Action Memo to the
Contractor, with a copy to the Client.

3.8 Either by itself or through its authorized representatives, to proof check and
approve in writing the acceptance of the Services rendered and deliverables
submitted by the Architect and its Specialized Consultants at the Stages
mentioned in Schedule A.

3.9 To submit to the Architect Directory for the Project (Communication Protocol)

3.10 To not cause any unwarranted delays or delay in any decision making process
which results in a delay of the implementation of the Services by the Architect or
its Specialized Consultants.

3.11 To pay all fees, levies, security deposits and expenses in respect of statutory
sanctions.

3.12 To pay the salary or fees of Project Management Consultant, staff and/or
service providers, appointed by the Client, in the implementation of the Project.

3.13 To honour Architect's bills within the time period stipulated in 3.3.

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3.14 To give effect to the professional advice of the Architect and cause no changes in the
drawings and documents without the written consent of the Architect.

3.15 To provide a single point of contact, who is an authorized person of the Client,
empowered to provide answers to queries in writing, approving deliverables in
writing, setting up Skype call/screen sharing, providing information and
documentation as required by the Architect under this Agreement and who shall
be responsible for coordinating with the Architect in the rendition of the Services.

3.16 To appoint “Project Management Consultant” in consultation with the Architect

to oversee on a day-to-day basis overall site supervision, site co-
ordination, conduct/facilitate meetings as the case may be, minute and maintain
minutes of the meetings, follow up on time schedules, make joint measurements
of work done, record in and maintain Lapse and Makeup Measures Register,
make quality checks, certify Running Account Bills and Final Bill of the
Contractor(s), do all such things as are set out in its scope of work and as
instructed by the Architect and as well as mutually agreed upon so as to ensure
that the works are being carried out as per the contract documents, drawings,
specifications and Architect’s instructions.

4 PROJECT MANAGEMENT CONSULTANT’S (PMC) ROLE AND RESPONSIBILITY

4.1 The appointment of the PMC will be made by the Client, through a contract
drafted by the Architect and Client to ensure that such agencies discharge their
duties and responsibilities as per the contract documents, drawings and
specifications and designs drawn up by the Architect. Specifically, the role of the
PMC is to implement the conditions of contract drawings, specifications and
directions issued by the Architect.

4.2 The Architect is the lead consultant and any contract with them shall refer to this
Agreement.

4.3 Under no circumstances will the PMC act in any way as an intermediary
between the Client and the Architect. Specifically, the PMC will not in any way
be involved in clearing the Architect’s bills, nor in releasing payments for the
Architect’s professional services.

4.4 The PMC shall channel all technical advice and suggestions such as related to FSI
maximization, cost savings, aesthetics, time savings, appropriate materials,
construction techniques and procedures directly to the Architect who shall in
consultation with the Client take appropriate decision.

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5 COMPLETION OF PROJECT

5.1 After completion of the Project (provided the Project is completed within the
“Time Period” of ___________ months from submission of Stage 4 by the
Architect), the Architect shall issue its final certificate of completion (including
Virtual Completion Certificate) and verify and certify the final bill of the
Contractor(s) for payment subject to receipt of PMC of the works.

5.1 In the event the Project is completed in phases (provided the phases are
completed within the “Time Period” of months from submission of Stage 4 by
the Architect), the Architect shall issue the final certificate of completion specific
for each completed phase.

5.2 The Architect may also, in the event the Client so requires, certify completion of
portions of buildings in the event the Client intends to occupy the completed
portions, provided the portions are completed within the “Time Period” of
___________ months from submission of Stage 4 by the Architect.

6 INDEMNITY

9.1 The Architect will endeavor to protect the Client against any defects and
deficiencies in the work of Contractors, Consultants or artisans, but it is not
deemed to guarantee the performance of their contracts. It is agreed that the
Architect has no liability whatsoever, for any part of the work which the
Contractor or the Specialized Consultants are required to perform under this
Agreement and they shall be solely responsible for the services provided by
them.

9.2 ‘Professional Negligence’ by the Architect shall mean failure to take reasonable
degree of care in the course of his engagement for rendering professional
services.

9.3 Nature of Liability – The Architect is liable for the negligent act which he
committed in the performance of his duties. The action against the Architect can
be initiated by the client on satisfying the following conditions –

a) There must exist a duty to take care, which is owed by the Architect to his Client.
b) There must be failure on the part of the Architect to attain that standard of care
prescribed by law, thereby committed breach of such duty; and
c) The Client must have suffered damage due to such breach of duty.
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9.4 Deficient Service by the Architect shall mean any fault, imperfection,
shortcoming or inadequacy in the quality, nature and manner of performance
which is required to be maintained by or under any law for the time being in
force or has been undertaken to be performed by a person in pursuance of a
contract or otherwise in relation to any service as defined under Section 2(1)(g)
of the Consumer Protection Act, 1986.

Exceptions –
The Architect is not liable for any liability, if the damage to the building has
occasioned in the following circumstances –
a) Use of building for the purposes other than for which it has been designed.
b) Any changes/modifications to the building carried out by the Client without the
consent or approval of the Architect.
c) Any changes/alterations/modifications carried out by consulting another
architect/consultant without the knowledge and consent of the Architect or
without obtaining No Objection Certificate from him.
d) Illegal/unauthorized changes/alterations/renovations/modifications carried
out by the Client.
e) Any compromise with the safety norms by the Client.
f) Distress due to leakage from terrace, toilets, water logging within the vicinity of
the building and that would affect the strength/stability of the structure or
general well-being not attributable to the Architect.
g) Lack of periodical maintenance or inadequate maintenance by the Client.
h) Damages caused due to any reasons arising out of ‘Specialized Consultants’
deficient services with regard to design and supervision of the work entrusted to
them, who were appointed/engaged in consultation with the Client.
i) Damages caused to the building for the reasons beyond the control of the
Architect.
j) Works not designed by the Architect.
k) Works not constructed under the Architect’s inspection
l) Works executed contrary to its design or instructions of the Architect.

9.5 In the event that a claim or suit is brought against the Architect or the
Consultants by any third party for damages arising from personal injury or
property damage caused wholly by the Client, or anyone employed by the
Client, or anyone for whose acts the Client may be held responsible, then the
Client shall indemnify the Architect and fully reimburse any loss, damage or
expenses, including the attorney's fees, which the Architect may incur in
connection therewith.

9.6 The liability of the Architect does not cover cost other than those for the
reinstatement of the works. All liability for consequential damages is excluded.

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9.7 The liability of the Architect shall expire as per law.

9.8 The Architect has no liability whatsoever for any violation of legal provisions or
rights of third parties, not disclosed to it, unless the Client in writing has
specifically brought these provisions or rights to the notice of the Architect.

10 INTELLECTUAL PROPERTY RIGHTS

10.1 The intellectual property rights in the architectural design shall always belong to
the Architect. The drawings, specifications, documents and models as prepared
by the Architect are the property of the Architect whether the Project, is executed
or not.

10.2 The Client shall retain the copy of the Architect’s models, drawings, specifications
and other documents for its information and use in connection with the Project.
These shall not be used for any other project by the Client or the Architect or any
other person.

11 TERMINATION

11.1 If either Party commits breach of any of the covenants and stipulations contained
herein (“Defaulting Party”), the other Party (“Aggrieved Party”) is entitled to
issue a notice in writing bringing to the notice of the Defaulting Party the nature
of breach of terms and calling upon the Defaulting Party to remedy the breach
within 30 (Thirty) working days from the date of receipt of the notice. If the
Defaulting Party fails to remedy the breach within the said period of 30 (Thirty)
days, the Aggrieved Party shall be entitled to terminate this Agreement by
issuing another written notice of 30 (Thirty) days.

11.2 This Agreement may be terminated at any time by mutual consent of both Parties.

11.3 In the event of termination, the Architect will return all the plans, drawings and
other papers to the Client subject to its lien for payment of its Fees payable for all
Services rendered till the date of termination.

11.4 When termination of this Agreement is not related or attributable, directly or

indirectly to any act, omission, neglect or default on the part of the Architect, the
Architect shall be entitled to professional Fees as stipulated for works/stages
completed as per 1.11, 1.12, 1.13 and Schedule B and as per the provisions of
Clause 3 herein.

11.5 In the event of Architect's firm closing its business or the Client having
terminated the Agreement, the Client shall have the right to employ another
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 architect to complete the work, after making payment to the previous Architect's
firm for Services rendered.

11.6 Any termination of the professional Services, beyond Stage 2, shall make it
obligatory for the Client to pay at least 20% of the total Fees payable for the
remaining Stage(s) of the terminated work/Services.

12 FORCE MAJEURE

If the performance by either Party, of any of its obligations under this Agreement
is prevented, restricted or interfered with by reason of extreme weather, natural
calamities, fire or other causality or accident, civil disturbance or other violence
[not due to any act, neglect or default of the Architect/Client], war or other
violence, and any law or regulation of any government, or any act or conditions
whatsoever beyond the reasonable control of such Party [each such event shall
be called a “Force Majeure” event], then such Party shall be excused from such
performance to the extent of such prevention, restriction or interference,
provided, however, that such Party shall give prompt notice within a period 15
(fifteen) days from the date of the Force Majeure occurrence and providing a
description to the other Party of such Force Majeure; and provided further such
Party shall use reasonable efforts to avoid or remove such cause of non-
performance and shall continue performance hereunder whenever such causes
are removed. In the event a Force Majeure situation lasts for more than 30 (Thirty)
days then either Party shall be entitled to terminate this Agreement with 7 (seven)
days’ notice to the other Party.

13 INTERPRETATION

13.1 In case of any ambiguity or difficulty in the interpretation of the conditions

hereof, the interpretation of the Council of Architecture shall be final and
binding on the Architect and the Client.

13.1 Any matter not provided for herein shall be governed under the “Conditions of
Engagement and Scale of Professional Fees and Charges” for “Comprehensive
Architectural Services” prescribed by the Council of Architecture, New Delhi and
applicable from time to time.

14 DISPUTES

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 In the event of any dispute or difference between the Client and the Architect
arising out of this Agreement or as to the interpretation of any term/s of this
Agreement on account of any claim by one against the other in respect of the
conditions hereof, with regard to the meaning or interpretation or matter or
things done in pursuance hereof, such differences shall be settled amicably by
escalating and discussing the matter with the concerned persons mentioned in
Schedule D hereunder. In the event such dispute is not settled within a period of
30 (Thirty) working days of such escalation, the dispute can be referred to
arbitration by mutual consent. The arbitrators shall be three in number. One chair
each shall be appointed by the aggrieved parties and the third chair by the above
two chairs. The place of arbitration shall be Nagpur. The arbitration shall be
conducted in accordance with the provisions of the Arbitration and Conciliation
Act, 1996. The decision of the arbitrator shall be final and binding on the Architect
and the Client.

15 NOTICE

15.1 Any notice, correspondence of the Parties hereto shall be made to the persons at
the address mentioned in Schedule C in the following manner:
15.1.1 By registered post acknowledgement due
15.1.2 By email requiring a read receipt. The email shall in any case be considered as
received after 2 (two) days from it being sent to a valid email address
15.1.3 By courier.

15.2 The Parties hereto agree to keep each other informed in writing about any change
of communication address and details recorded in Schedule D.
15.3 Any and all the deliverables of the Architect and its Consultants, may be made
available to the Client via digital medium including but not limited to email and
hosting of documents on cloud services.

16 COUNTERPARTS

This Agreement is executed in duplicate and one copy will be retained by the
Client, one copy by the Architect.

17 REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that:

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a. it has full power and authority to enter into and to discharge its responsibilities
under this Agreement, and
b. the making and performance of this Agreement does not violate any applicable
law or violate any other agreement to which it is a party.

15 MODIFICATIONS

15.1 All terms and conditions of appointment of the Architect, will be governed as
stipulated herein. Any further modification(s) hereto/change(s)
herein/alteration(s) hereof shall only be by written document(s) and not by any
oral agreement or understanding.

15.2 All minutes of meeting, letters and correspondence, via email or fax or couriers,
communicated at any stage of the Project, are binding factors for any deviation
of decision in cost, time schedule or any implication, direct or indirect, provided
the same have been duly signed to by the Parties.

16 WAIVER

The failure of any Party to enforce any term or provision hereof shall not be
construed to be a waiver of such term or provision and shall in no way affect the
right of such Party thereafter to enforce such term or provision or any other term
or provision hereof.

17 SEVERANCE

17.1 Should any provision(s) of this Agreement be held invalid or unenforceable

under the laws of India, such invalidity shall not affect the entire Agreement.

The Agreement shall then be construed as if it did not contain the provision(s)
held to be invalid, and the Parties shall endeavor, in good faith, to replace such
invalid provision(s) with a new provision(s) which shall be as nearly as possible
be similar in its/their legal and commercial effect to the replaced provision.
18 GOVERNING Law
This Agreement shall be subject to the laws of India and shall be subject to the
jurisdiction of the courts in Nagpur.

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 SCHEDULE D
(List of important representatives of the Parties)
For Architect Address for Email ID
correspondence

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Signing Authority
to whom notice may
be issued

In case of disputes:
First Person to
whom dispute is
escalated
Second and final
person to whom
dispute is escalated.

For Client
Authority to whom
notice may be
issued
Single point of
contact for the
Architect

Persons approving
deliverables in
writing.
In case of disputes:
First Person to
whom dispute is
escalated
Second and final
person to whom
dispute is escalated.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED THEIR
RESPECTIVE HANDS AND SEAL TO THIS WRITING ON THE DATE AND YEAR FIRST MENTIONED
HEREIN ABOVE.

ARCHITECT CLIENT

Name: Name:

Designation: Designation:

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 Designation:

Signature: Signature:

Signature:

WITNESS 1: WITNESS 2:

Name: Name:

Address: Address:

Signature: Signature:

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