Build Project Colors Template

BUILD PROJECT COLORS TEMPLATE

This Build Project Colors Template (the Agreement) is made effective as of by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client engages Contractor to select, specify and deliver a coordinated color palette, finishes and associated samples for the Project identified as: Project Name: located at ; and

WHEREAS, Contractor has represented that it has the professional skill and experience to prepare color palettes, specifications and sample submittals that meet the Project requirements and industry standards.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

SCOPE OF WORK

COLOR SPECIFICATIONS

Sample submission deadline: ; Client shall approve or reject samples within days of receipt.

PAYMENT TERMS

Deposit required: % of contract price. Remaining balance due within days after final acceptance.

Late payments shall incur interest at % per month, compounded monthly, subject to a minimum late fee of .

TERM AND TERMINATION

Term commencement date: . Anticipated completion or contract end date: .

Either party may terminate this Agreement for cause upon material breach by the other party if the breaching party fails to cure such breach within days after written notice. Termination for convenience by Client requires written notice and payment for all work performed and reasonable wind-down costs.

CHANGE ORDERS

ACCEPTANCE CRITERIA

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. For purposes of this Agreement, Confidential Information means non-public technical, commercial and financial information disclosed in tangible or intangible form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Receiving party shall: (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents and contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations do not apply to information that: (i) is or becomes public without breach; (ii) was known to receiving party prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the other party’s Confidential Information.

WARRANTY; LIMITATION OF LIABILITY

Contractor warrants that services will be provided in a professional manner consistent with industry standards. Except for the express warranty set forth in this paragraph, all other warranties, express or implied, are disclaimed to the maximum extent permitted by law. In no event shall either party be liable for consequential, special, incidental or punitive damages, and the aggregate liability of either party arising out of or related to this Agreement shall not exceed the total amounts paid by Client to Contractor under this Agreement.

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 laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and approved change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Notices required or permitted by this Agreement shall be in writing and delivered to the contact information provided by each party. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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