Architectural Corbels Document

ARCHITECTURAL CORBELS AGREEMENT

This Architectural Corbels Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client desires to procure the design, fabrication, finishing and installation of architectural corbels for the property located at (the Project); and

WHEREAS, Contractor represents that it has the experience, skill, personnel and equipment necessary to manufacture and, if applicable, install the architectural corbels in accordance with the specifications set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to scope, payment, schedule, confidentiality and governing law.

SCOPE OF WORK

Contractor shall perform the following services (collectively, the Work): design verification, fabrication, finishing, quality inspection and delivery and, if selected, installation of architectural corbels in accordance with the specifications provided by Client and the terms of this Agreement. Detailed scope and acceptance criteria are described below and in the attached specifications referenced herein.

SPECIFICATIONS AND SCHEDULE

The parties agree the following itemized corbel schedule shall apply. Additional items may be added only by written change order signed by both parties.

Item 1 — Quantity: Material: Finish: Unit Price: Total:

Item 2 — Quantity: Material: Finish: Unit Price: Total:

Item 3 — Quantity: Material: Finish: Unit Price: Total:

PAYMENT TERMS

Client shall pay Contractor the total contract price equal to the sum of the item totals and any approved change orders (the Contract Price). Payment shall be made in accordance with the following schedule:

Unless otherwise agreed in writing, invoices are due and payable within days from invoice date. Late payments shall incur interest at the lesser of percent per month or the maximum permitted by law, calculated monthly on the unpaid balance.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until completion of the Work or the End Date, unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Client may terminate for convenience upon days' written notice; in such event Contractor shall be entitled to payment for Work performed to the effective termination date and reasonable demobilization costs.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party any non-public information, technical data, trade secrets, pricing, drawings or specifications delivered or made available by the other party (Disclosing Party) in connection with this Agreement. Confidential information does not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of Disclosing Party's confidential information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice and cooperates with reasonable efforts to limit disclosure. Receiving Party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

WARRANTIES; INDEMNIFICATION

Contractor warrants that the corbels supplied will conform to the agreed specifications and be free from defects in materials and workmanship for a period of from delivery. Contractor's sole obligation under this warranty shall be, at Contractor's option, repair or replacement of nonconforming corbels or refund of the attributable portion of the Contract Price. Except as expressly stated, Contractor disclaims all other warranties, express or implied.

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, damages and expenses arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct, subject to applicable limits for consequential damages as set forth by agreement of the parties.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree that venue for any action arising under this Agreement will be in the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, specifications, drawings and written change orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, representations and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above by hand, certified mail or commercial courier. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate and that injunctive relief may be sought for actual or threatened breaches of confidentiality or intellectual property rights.

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