Building Blinder Template

BUILDING BLINDER TEMPLATE

This Building Blinder Agreement (the "Agreement") is entered into as of (Effective Date), by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Client requires the supply, installation, maintenance and removal of building blinders, protective screening, and associated services for the Project Location: ;

WHEREAS, Provider represents that it has the expertise, personnel and insurance to perform such services in accordance with applicable codes, industry standards, and this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, term, confidentiality and other terms governing Provider's performance of the work described below.

SCOPE OF WORK

Provider shall furnish all labor, materials, equipment and supervision necessary to complete the work described above in a good and workmanlike manner, consistent with industry standards and all applicable laws and building regulations. Provider shall coordinate with Client and any other contractors to minimize interference with ongoing construction or occupancy.

PAYMENT TERMS

Invoices shall be submitted to Client in writing and are due in accordance with the payment schedule. Past due amounts shall accrue interest at on the unpaid balance, or the maximum rate permitted by law, whichever is lower. Client is responsible for any reasonable collection costs, including attorney fees, incurred by Provider to collect overdue amounts.

TERM AND TERMINATION

Term Commencement Date: — Termination Date: .

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure within days after receiving written notice. Client may terminate for convenience upon providing days' prior written notice, subject to payment for all work performed and materials ordered up to termination and any reasonable demobilization costs.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial and project information marked or reasonably understood to be confidential. Each party agrees to:

(a) hold Confidential Information in strict confidence and use it only to perform obligations under this Agreement; (b) disclose Confidential Information only to employees, subcontractors or agents who have a need to know and who are bound to confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential materials, but in no event less than reasonable care.

Confidential Information does not include information that (i) is or becomes public other than by breach of this Agreement, (ii) was rightfully known to the recipient prior to disclosure, or (iii) is independently developed without use of the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law or court order, provided it gives the disclosing party prompt written notice and cooperates in seeking protective measures.

INSURANCE, PERMITS AND SAFETY

Provider shall maintain commercial general liability, workers' compensation and any other insurance required by law or customary for the work. Provider shall obtain and maintain all permits, licenses and approvals necessary for its performance, and shall comply with applicable health and safety rules and the site-specific safety plan provided by Client.

INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, agents and employees from and against claims, damages, losses and expenses (including reasonable attorney fees) arising out of Provider's negligent acts, omissions or willful misconduct in the performance of the Work, except to the extent caused by Client's negligence or breach of 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. Venue for any dispute arising under this Agreement shall lie in a court of competent jurisdiction within that state.

ENTIRE AGREEMENT

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

NOTICES

Notices shall be delivered by hand, certified mail, or overnight courier to the addresses specified above and are effective upon receipt.

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