For Cameron & Sunny.
Private residence, Vientiane Capital, Lao PDR.
Modern Lao Sole Co., Ltd.
Mr. Cameron Stovold & Ms. Sunny Stovold
This Residential Design and Engineered Drawings Agreement (the "Agreement") is made and entered into on the 08 day of May 2026 (the "Effective Date"), by and between MLH and the Client. MLH and the Client are individually referred to as a "Party" and collectively as the "Parties."
Recitals.
WHEREAS, MLH is duly registered in the Lao People's Democratic Republic and is engaged in the business of residential design, engineering, and construction services;
WHEREAS, the Client is acquiring land within Vientiane Capital and intends to develop a private residential dwelling thereon;
WHEREAS, the Client wishes to engage MLH to prepare conceptual, architectural, and engineered construction drawings for the said residence with the intention that MLH shall be the appointed contractor for its construction;
WHEREAS, MLH agrees to provide such design services in consideration of the Design Fee set out herein, on the express understanding that this fee is offered at preferential rates conditional upon MLH being awarded the construction contract for the residence; if MLH is so awarded, a credit of one thousand two hundred United States Dollars (USD 1,200.00) shall be applied toward the construction contract.
NOW THEREFORE, in consideration of the mutual covenants and obligations set forth below, the Parties agree as follows:
Definitions.
- "Drawings" means all conceptual sketches, architectural plans, elevations, sections, structural calculations, and any other documents prepared by MLH under this Agreement.
- "Site" means the parcel of land owned or to be acquired by the Client within Vientiane Capital, Lao PDR, on which the residence is to be constructed.
- "Design Fee" means the total compensation payable by the Client to MLH under Section 4 of this Agreement.
- "Construction Contract" means a separate written agreement, executed between the Parties, under which MLH is appointed as the principal contractor for the construction of the residence based on the Drawings.
Scope of Services.
MLH shall prepare the Drawings to the standard ordinarily required for residential construction in Lao PDR. The scope of services includes:
2.1 Conceptual Design Phase
- Initial site assessment and orientation analysis
- Floor plan layout (ground floor and any upper floors)
- Conceptual elevations (front, rear, two side views)
- Indicative material and finish palette
- Initial 2D and 3D massing models for client review of building form and scale
2.2 Architectural Detailed Design Phase
- Dimensioned floor plans, elevations, and cross-sections
- Roof plan and roofing detail
- Door and window schedules
- Internal and external finish specifications
- Site layout including driveway, fencing, gate, and landscaping zones (basic)
- Buildable footprint pricing: the home is priced per square metre of buildable area. Example — a 120 m² ground floor with an equal second storey is 240 m² buildable. Driveway, gates, fencing, landscaping, and car park are quoted separately.
2.3 Engineering Phase
- Structural foundation design appropriate to soil conditions disclosed at the time of design
- Structural framing, beam, and column schedules
- Electrical layout including lighting, power, and main panel positioning
- Plumbing layout including water supply, drainage, and septic positioning
- Drawings stamped and signed by a licensed Lao engineer where required for permitting
2.4 Deliverables
Upon completion, MLH shall deliver to the Client:
- One (1) full printed set of construction drawings (A3 format)
- One (1) digital set in PDF format
- 3D rendered visualisations (minimum two exterior views, one interior key space)
Exclusions and Assumptions.
The Design Fee expressly EXCLUDES the following, which, if required, shall be procured separately by the Client at the Client's cost or, by mutual agreement, arranged by MLH and reimbursed by the Client at cost plus a 10% coordination fee:
- Topographical or land survey of the Site
- Geotechnical / soil bearing tests
- Government permitting fees, stamp duties, and submission charges
- Third-party engineering certifications beyond standard residential requirements
- Interior design beyond basic finish specification
- Detailed landscape architecture, swimming pool engineering, or specialised civil works
- Smart-home, audio-visual, or low-voltage system design
- Any redesign required as a result of changes to the Site, governmental requirements, or Client-driven scope changes after Conceptual Design Phase sign-off
Compensation and Payment Terms.
4.1 Design Fee
In consideration of the services provided under this Agreement, the Client shall pay MLH a total Design Fee of:
USD 3,000.00 (Three Thousand United States Dollars)
For the two conceptual designs. At some point the client shall decide on which design they wish to proceed with and upon that decision MLH shall proceed to completing design and architectural drawings necessary for construction and permit application.
4.2 Payment Schedule
The Total Fee of USD 3,000.00 is payable in full on signature of this Agreement (or on issue of the design-team mobilisation invoice, whichever is later). The payment may be remitted in USD, LAK, or THB as set out in Schedule A.
The total Design Fee of USD 3,000.00 (Three Thousand United States Dollars) is payable, at the Client's election, in United States Dollars (USD), Lao Kip (LAK), or Thai Baht (THB), to one of the Designer's three BCEL accounts specified in Schedule A. Where the Client elects to remit in LAK or THB, the applicable amount shall be calculated at the BCEL published spot exchange rate on the date of remittance. The Client shall bear all sending bank charges; MLH shall bear receiving bank charges within Lao PDR.
Timeline and Revisions.
5.1 Indicative Timeline
- Conceptual Design Phase — fifteen (15) business days from receipt of the Design Fee payment and the completed Design Brief (Schedule B)
- Architectural Detailed Design Phase — twenty (20) business days from Conceptual sign-off
- Engineering Phase — fifteen (15) business days from Architectural sign-off
All durations are indicative and contingent upon timely Client responses, third-party deliverables (surveys, soil tests where applicable), and force majeure conditions.
5.2 Client Response SLA
The Client shall provide written feedback, approvals, or change requests within seven (7) business days of receipt of any deliverable. Failure to respond within this period shall be deemed acceptance of the deliverable as issued, and the project shall progress to the next phase.
5.3 Revisions
The Design Fee includes three (3) rounds of revisions distributed across the design phases. A "round" comprises a single, consolidated set of written change requests issued by the Client following review of a deliverable.
Three rounds of revisions are included in the design programme — almost every project lands within that. Where additional rounds are needed, typically because requirements have evolved during design, each further round is charged at USD 150.00 and is agreed in writing with the Client before any work on that round begins. This clause is rarely invoked.
Substantive scope changes including but not limited to changes in floor count, gross floor area exceeding 10%, change in primary structural system, or relocation of the building footprint shall constitute a Variation and shall be quoted separately as an addendum to this Agreement.
Client Obligations.
The Client shall:
- Complete and return the Design Brief (Schedule B) within seven (7) business days of signing this Agreement. Where the Client has already provided any of the information requested in Schedule B prior to signing, the Client need not resubmit that information, and the seven-day period shall apply only to the outstanding items.
- Provide accurate land documentation including title, boundary survey, and any prevailing local restrictions
- Promptly disclose any matters affecting the Site including easements, setbacks, height restrictions, or neighbour disputes
- Designate a single primary point of contact authorised to give approvals on behalf of the Client
- Make payments in accordance with Section 4
- Refrain from sharing the Drawings or any portion thereof with any third party except as expressly permitted under Section 7
Ownership, Licensing and Construction Rights.
The provisions of this Section 7 are fundamental to the commercial basis of this Agreement and the Design Fee charged. The Client acknowledges and accepts these terms.
7.1 Ownership of Drawings
All drawings, intellectual property, design concepts, calculations, working files, and methodologies prepared by MLH under this Agreement (the "Drawings") shall remain the sole and exclusive property of MLH until and unless one of the following applies:
(a) If MLH is appointed as the construction contractor: Upon execution of a separate Construction Contract with MLH, ownership and full usage rights of the Drawings transfer to the Client for the construction of the residence on the Site, with no further licensing restriction beyond this Agreement.
(b) If MLH is not appointed as the construction contractor: where the Client has paid the Total Design Fee in full, the Drawings become the property of the Client free of further obligation; the Client may use the Drawings to construct the residence on the Site through any contractor of the Client's choosing. MLH bears no past, present, or future liability for the construction or for any consequence of the Drawings being executed by another party.
7.2 Limited Construction Licence
Upon full payment of the Design Fee, MLH grants to the Client a non-transferable, non-sublicensable, single-use licence to use the Drawings for the sole purpose of constructing the residence on the Site. The scope and conditions of this licence are governed by Sections 7.1 and 7.3 above.
7.3 Non-Refundable Design Fee — Use of Drawings Without MLH Construction
The Design Fee of USD 3,000.00 paid under this Agreement is non-refundable in all circumstances, including where the Client elects not to proceed to construction, terminates this Agreement, or engages a third party to construct the residence.
Should the Client elect to construct the residence without engaging MLH as the principal contractor, or engage any third party to construct from the Drawings in whole or in part:
(a) the Client shall forfeit the USD 1,200.00 construction credit described in the Recitals and Section 4.1 of this Agreement, and no portion of the Design Fee shall be refunded or credited;
(b) the limited construction licence granted under Section 7.2 shall remain valid for the construction of the residence on the Site only, on the express condition that the Design Fee has been paid in full;
(c) reuse of the Drawings on any other site, or for any other project, or by any party other than the Client for the original Site, shall remain prohibited without MLH's prior written consent.
For the avoidance of doubt: the Client retains the right to use the Drawings on the Site with a third-party builder upon full payment of the Design Fee, but does so without the USD 1,200.00 construction credit and without any further consideration owed to MLH beyond the Design Fee already paid.
7.4 MLH Reservation of Rights
MLH reserves the right to use the design language, methodologies, details, and learnings developed during this engagement on other projects, provided that no element uniquely identifying the Client's residence is reproduced verbatim.
7.5 Promotional Use
MLH may, with the Client's reasonable consent (not to be unreasonably withheld), use non-identifying photographs, renders, and descriptions of the completed residence for promotional purposes. The Client's name and the precise Site address shall not be disclosed without the Client's prior written approval.
Confidentiality.
Each Party shall treat as confidential all non-public information disclosed by the other in connection with this Agreement, including but not limited to the Client's personal information, design preferences, budget, and the commercial terms of this Agreement, and shall not disclose such information to any third party except as required by law or with the prior written consent of the disclosing Party. This obligation shall survive termination of this Agreement for a period of three (3) years.
Termination.
9.1 Termination for Convenience by the Client
The Client may terminate this Agreement at any time upon written notice to MLH. In such event, all sums paid prior to the date of termination shall be retained by MLH and are non-refundable.
9.2 Termination for Cause
Either Party may terminate this Agreement immediately by written notice if the other Party commits a material breach which, if capable of remedy, is not remedied within fourteen (14) days of written notice requiring its remedy.
Limitation of Liability.
MLH's total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Design Fee actually paid by the Client. In no event shall MLH be liable for indirect, consequential, special, or punitive damages, including but not limited to loss of profit, loss of opportunity, or delay damages relating to construction or occupation of the residence.
Nothing in this Agreement shall limit either Party's liability for fraud, wilful misconduct, or any liability that cannot be limited as a matter of Lao law.
Force Majeure.
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay results from causes beyond its reasonable control, including but not limited to acts of God, flooding, earthquake, fire, epidemic, pandemic, war, civil unrest, governmental action or restriction, prolonged power outage, or material delays in obtaining necessary governmental permits or approvals. The affected Party shall notify the other in writing as soon as reasonably practicable, and the timeline shall be extended by a period equal to the duration of the force majeure event.
Governing Law and Dispute Resolution.
12.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Lao People's Democratic Republic.
12.2 Amicable Resolution
In the event of any dispute, the Parties shall first attempt in good faith to resolve the matter amicably through written and verbal discussion within thirty (30) days of written notice of the dispute.
12.3 Mediation and Arbitration
Should amicable resolution fail, the dispute shall be referred to the Centre for Economic Dispute Resolution (CEDR) of the Lao National Chamber of Commerce and Industry for mediation. If mediation is unsuccessful within sixty (60) days, the dispute shall be finally resolved by binding arbitration administered by CEDR in accordance with its rules. The seat of arbitration shall be Vientiane. The language of the proceedings shall be English, with Lao translation provided where required by law. The decision of the arbitrator(s) shall be final and binding on the Parties.
General Provisions.
13.1 Entire Agreement
This Agreement, together with its Schedules, constitutes the entire understanding between the Parties and supersedes all prior agreements, whether written or oral, relating to its subject matter.
13.2 Amendments
No amendment, variation, or addition to this Agreement shall be effective unless reduced to writing and signed by both Parties.
13.3 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the original intent.
13.4 No Waiver
Failure or delay by either Party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or of any subsequent breach.
13.5 Assignment
The Client shall not assign or transfer any rights or obligations under this Agreement without the prior written consent of MLH. MLH may assign this Agreement to any affiliated or successor entity upon written notice to the Client.
13.6 Notices
All notices under this Agreement shall be in writing and shall be deemed validly given when delivered by hand, by courier, or by email to the addresses specified at the head of this Agreement.
13.7 Counterparts and Electronic Execution
This Agreement may be executed in two or more counterparts, including by electronic signature or scanned PDF, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
13.8 Language
This Agreement is executed in English. In the event of a translation being prepared for any purpose, the English version shall prevail.
Execution.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first above written, intending to be legally bound. Fields below auto-save as you fill them; complete the formal signing on the next page.
Mr. Gary Lynn Snider
Managing Director · Modern Lao Sole Co., Ltd.
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Schedule A (banking) and optional witnesses follow below. You can review or skip straight to signing — your work above is saved as you go.
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Each witness signs the page, prints their full name and ID/Passport number, and dates the signature. Witnesses must be over 18 and unrelated to either Party.
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Payment Details.
The Client shall send proof of transfer to MLH by email or messaging on the day of payment. Funds shall be deemed received upon clearing in MLH's account.
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