C197-2008

AIA Document C197™–2008 is a standard form of agreement between a single purpose entity (“the SPE”) and members of the SPE that do not own the project, called non-owner members. AIA Document C197–2008 is intended for use on a project where the parties have formed the SPE utilizing AIA Document C195™–2008, Standard Form Single Purpose Entity Agreement for Integrated Project Delivery. C197–2008 is coordinated with C195–2008 in order to implement the principles of integrated project delivery, including the accomplishment of mutually-agreed goals. All members of the SPE, other than the project owner, will execute C197–2008. AIA Document C197–2008 provides the terms under which the non-owner members provide services to the SPE to complete the design and construction of the project. The specific services the non-owner members are required to perform are set forth in the Integrated Scope of Services Matrix, which is part of the C195–2008 Target Cost Amendment and is incorporated into the executed C197–2008. In exchange for the non-owner members’ services, the non-owner members are paid the direct and indirect costs they incur in providing services. Additionally, C197 allows for the non-owner members to receive profit through incentive compensation and goal achievement compensation.

When to use this document?

• Large project
• Agreement between the limited liability company (LLC) and non-owner member