☐ Define exact services (e.g. conceptual design, detailed design, specifications/requirements, procurement, contract management/administration, etc.)

☐ Append a Scope of Work schedule and specific list of deliverables (e.g. drawings, models, reports, documents, etc.)

☐ Include a Change Order Clause

2.    Standard of Care

☐ Include a standard of care clause aligned with standard which designer will deliver the services at

☐ Avoid “fitness for purpose” warranty clauses as the standard of care

3.    Fees & Payment

☐ Clear fee structure (e.g. fixed fee, billable hourly rates, % of construction cost, etc.).

☐ Clear owner payment obligations (e.g. objective milestones, percentage of completion, etc.)

☐ Include interest on overdue accounts

☐ Include third party payment certifier if beneficial

☐ Include right to prompt payment and builders’ lien (if applicable)

☐ Include right to suspend services if unpaid

4.    Intellectual Property

☐ Designer retains sole and exclusive ownership of all IP (copyright, trade secrets, designs)

☐ Client receives limited licence for this project only – no transfers or modifications

☐ Distinguish deliverables (licensed) from underlying design IP (retained)

☐ Reserve portfolio and marketing rights

☐ Reserve right to reuse design approaches/templates (with confidentiality protections)

5.    Liability, Indemnification & Insurance

☐ Cap liability to contract value

☐ Mutual – not unilateral – indemnification clause

☐ Ensure Professional Liability (E&O) and Commercial General Liability coverage.

☐ Ensure insurance is not excessive

☐ Exclude consequential or indirect damages.

6.    Construction

☐ Clarify designer only observes – not supervises construction

☐ Contractor responsible for means, methods, and site safety – not designer

☐ Require written confirmation of construction contractor’s changes to design

7.    Construction Contract Coordination

☐ Define prime consultant and coordinate responsibilities (if applicable)

☐ Ensure subconsultant contracts mirror prime contract terms (flow-down) (if applicable)

8.    Delays & Force Majeure

☐ Include force majeure for events beyond control (e.g. weather, strike, supply chain).

☐ Require written notice and extension of time for delays.

9.    Dispute Resolution

☐ Tiered clause: Negotiation → Mediation → Arbitration.

☐ Confirm Saskatchewan law and jurisdiction.

☐ Require continued performance during disputes.

10.  Regulatory Compliance

☐ Confirm design meets codes and standards in effect at design date – not later

☐ Define who obtains permits and approvals

☐ Add disclaimer for post-design code changes

The best contracts are proactive, not reactive. Procido LLP helps designers and builders execute agreements that protect your firm, clarify deliverables, and strengthen client trust.

info@procido.com
+1 306 664 1444
www.procido.com