Business Additions Agreement

BUSINESS ADDITIONS AGREEMENT

This Business Additions Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: . The parties agree as follows.

WHEREAS

WHEREAS, Client operates a business and requires certain additions, improvements, or expansions to its business operations, premises, systems, or services (collectively, "Additions"); and

WHEREAS, Service Provider represents that it has the necessary experience, personnel, and resources to perform the design, procurement, installation, modification, or implementation of such Additions on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to document the scope, schedule, compensation, and related obligations for the performance of the Additions.

1. SCOPE OF WORK

Service Provider shall furnish all labor, materials, equipment, supervision, permits, testing and other services necessary to complete the Additions as described below and in any attachments executed by the parties. The work shall conform to applicable codes, industry standards, and approved specifications.

2. PAYMENT TERMS

In consideration of the full and proper performance of the Scope of Work, Client shall pay Service Provider as follows:

Any undisputed amount not paid by Client within days after the due date shall incur a late fee of on the outstanding balance, accruing daily until paid in full. The assessment of a late fee does not waive Service Provider's right to suspend work or pursue collection.

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until completion of the Additions or the End Date, unless earlier terminated as provided herein.

Effective Date:    End Date:

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches and fails to cure within days after receipt of written notice specifying the breach. In addition, Client may terminate for convenience upon prior written notice of days, subject to payment for work performed and reasonable demobilization costs.

4. CONFIDENTIALITY

Each party acknowledges that, in the course of performing under this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial and other information that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Each party shall (a) use Confidential Information only for performance of this Agreement, (b) take reasonable measures to protect Confidential Information from unauthorized disclosure, and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Service Provider represents and warrants that the Additions will be performed in a professional and workmanlike manner and in accordance with applicable laws and industry standards. Client represents that it has the authority to permit access to premises and to make decisions necessary for performance. Each party shall indemnify, defend and hold harmless the other party from claims, liabilities, losses or expenses arising out of the indemnifying party's negligent acts or willful misconduct in connection with this Agreement, subject to limitations agreed in writing.

6. INSURANCE

Service Provider shall maintain, at its expense, insurance customary for the scope of the Additions, including commercial general liability and, where applicable, workers' compensation and automobile liability. Upon request, Service Provider shall provide certificates of insurance evidencing coverage.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any disputes arising out of this Agreement, subject to any agreed alternative dispute resolution provisions below.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments, exhibits or written change orders executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof 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.

9. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in interest provided Client is notified in writing. Titles and headings are for convenience only and do not affect interpretation.

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