ELECTRONIC DATA TRANSFER AGREEMENT

THIS AGREEMENT is made effective this [Day] day of [Month], 2011(Effective Date) by and between RECIPIENT'S CORPORATE NAMElocated at[Recipient's Address](Recipient) andARCHITECT’S LONG NAMElocated at ARCHITECT’S ADDRESS(ARCHITECT’S NAME) for the transfer of Electronic Data (as herein defined) for purposes related toPROJECT NAME located at [Project Address](Project)arising out of a contract between ARCHITECT’S NAME andOWNER'S CORPORATE NAME located at [Owner's Address](Owner) dated [Date], executed between ARCHITECT’S NAME and Owner for services related to the Project (Prime Agreement). ARCHITECT’S NAME and Recipient mutually agree as set forth below:

1.0ELECTRONIC DATA. The term “Electronic Data” refers to all information, communications, calculations, reports, drawings, specifications, designs and other materials stored in digital form. Such term shall be construed liberally to include electronic files of every formatgenerated by every kind of computer software including, without limitation, formats used for computer-aided design (CAD), word processing, scheduling, spread sheets, data bases, building information models, renderings, photographs, accounting, project management, scanned images, facsimiles, electronic communications and files inportable document format (PDF).

2.0RESERVED RIGHTS. Except to the extent otherwise provided in the Prime Agreement, all Electronic Data transferred between ARCHITECT’S NAME and Recipient is considered to be: (i) aninstrument of the ARCHITECT’S NAME’s professional service; (ii) intended for use solely in connection with for the construction, maintenance and use of the Project; and (iii) the property of ARCHITECT’S NAME. ARCHITECT’S NAME shall be deemed the author of all Electronic Data and shall retain all common law, statutory and other reserved rights, including any copyright, in such information unless and to the extent otherwise provided in the Prime Agreement.

3.0CONDITION OF ELECTRONIC DATA/ DISCLAIMER. All Electronic Data shall be provided in the format in which it is commonly stored and used by ARCHITECT’S NAME. Recipient understands that the transmission and/or conversion of Electronic Data from the system and format used by ARCHITECT’S NAME to an alternative system or format may result in the introduction of inconsistencies, anomalies and errors.Because of the possibility that Electronic Data may be easily altered, whether inadvertently or otherwise, ARCHITECT’S NAME reserves the right to retain the originals of all Electronic Data in electronic form and/or hard copy. Recipient acknowledges the hard copy and/or electronic originals of Electronic Data retained by ARCHITECT’S NAMEshall govern in the event of any inconsistency between information delivered to Recipient and such originals retained by ARCHITECT’S NAME. Recipient acknowledges, ARCHITECT’S NAMEshall have noobligation to inform Recipient about changes in the Electronic Data or to correct, update, enhance or maintain the Electronic Data for Recipient. Recipient accepts the Electronic Data “as is” and without any kind of express or implied warranty including, without limitation, any warranty that THE Electronic Data is complete, free of defects, fit for an intended purpose and technically accurate. all REPRESENTATIONS BY ARCHITECT’S NAME to the contrary are hereby disclaimed.

4.0RELEASE/ INDEMNIFICATION. Recipient acknowledges that any alteration or modification of the Electronic Data may result in adverse consequences whichARCHITECT’S NAME can neither predict nor control. Recipienthereby waives, acquits and forever discharges ARCHITECT’S NAME, its officers, directors, employees and related entities (collectively referred to herein as “ARCHITECT’S NAME”) from every claim, demand and cause of action to recover any kind of damage, cost, expense, fee (including attorneys’ fees) and loss arising out of or resulting from: (i) the transfer of Electronic Data by any means; (ii) the use, modification or misuse of the Electronic Data by, through or under Recipient (including, without limitation, creating derivative works based on the Electronic Data); (iii) the decline of accuracy or readability of the Electronic Data; (iv) the incompatibility of the Electronic Data with Recipient’s software and/or hardware; and/or (vii) any error, discrepancy, inaccuracy, variation or other defect in the Electronic Data (collectively referred to herein as “Liability”). Recipient further agrees to indemnify, defend and hold ARCHITECT’S NAMEforever harmless fromTHE FOREGOING Liability WITHOUT REGARD AS TO WHETHER SUCH LIABILITY RESULTS, IN WHOLE OR IN PART, FROM THE ACTIVE, PASSIVE, JOINT AND/OR CONCURRENT NEGLIGENCE OF ARCHITECT’S NAME; EXCLUDING ONLY THE SOLE ACTIVE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ARCHITECT’S NAME.

5.0CONFIDENTIAL INFORMATION. The Electronic Data, together with all information, discussions, communications, derivative works based on the Electronic Data and other matters related to the Projectand this Agreement,are confidential (Confidential Information). Recipient shall maintain in strict confidence all Confidential Information and shall not to discuss, disclose or divulge Confidential Information to any third parties without written authorization from ARCHITECT’S NAME or the Owner. In the event disclosure of Confidential Information is required by law, Recipientshall provide ARCHITECT’S NAME with prior written notice of such event. Such notice shall be received in sufficient time to enable ARCHITECT’S NAME to seek a protective order or other protective arrangement permitted by law.

6.0MISCELLANEOUS.

6.1Entire Agreement. This contract constitutes the entire Agreement between Recipient and ARCHITECT’S NAME pertaining to the Electronic Data, and supersedes any and all prior negotiations and agreements, between ARCHITECT’S NAME and Recipient. No amendment, modification or waiver of any of the provisions of this Agreement will be valid unless set forth in a written instrument signed by the party to be bound thereby.

6.2Severability. If any or provision or any part of a provision of this Agreement shall be finally determined to be superseded, invalid, illegal, or otherwise unenforceable pursuant to any applicable law or court order, such determination shall not impair or otherwise affect the validity, legality, or enforceability of the remaining provision or parts of the provision of the Agreement, which shall remain in full force and effect as if the unenforceable provision or part were deleted.

6.3Successors and Assigns. ARCHITECT’S NAME and Recipient, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither party shall assign, sublet or transfer any interest in this Agreement without the written consent of the other.

6.4Headings. The headings used in this Agreement and any other related document are for ease of reference only and shall not in any way be construed to limit or alter the meaning of any provision.

6.5Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original. When offering proof of this Agreement, it shall only be necessary to produce or account for the counterpart signed by the party against whom enforcement is sought.

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This Agreement entered into of the day and year first written above.

ARCHITECT’S NAME:RECIPIENT:

(Signature)(Signature)

(Printed Name and Title)(Printed Name and Title)

(Address)(Address)

(Facsimile)(Facsimile)

(E-mail Address)(E-mail Address)