Business Build Contract

BUSINESS BUILD CONTRACT

This Business Build Contract ("Agreement") is entered into as of the date of final signature below between Client Name: with principal address and Contractor Name: .

RECITALS

WHEREAS, Client seeks to retain Contractor to perform construction, improvement, or build services described below for the purpose of developing or improving Client's business premises; and

WHEREAS, Contractor represents that it possesses the necessary licenses, experience, personnel, equipment and insurance to perform the work in a professional and workmanlike manner in accordance with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which the work will be performed, paid for and completed.

PARTIES & PROJECT IDENTIFIERS

SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment, supervision and services necessary to complete the work described below in accordance with the terms of this Agreement. Work shall conform to accepted industry standards and applicable building codes.

PAYMENT TERMS

Total Contract Price: $

Late Payment: If any undisputed amount is not received by Contractor within days after the due date, a late fee of per month (or the maximum lawful rate if less) shall be applied to the outstanding balance. Client shall additionally be responsible for collection costs and reasonable attorney fees for collection of overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may also terminate without cause upon days' prior written notice. Upon termination Client shall pay Contractor for work performed and materials purchased up to the effective date of termination and reasonable demobilization costs.

CHANGES AND CHANGE ORDERS

All changes to the Scope of Work shall be documented in a written Change Order signed by both parties. Change Orders shall describe the change, adjustments to price and schedule, and any modification to other terms. No oral instruction or verbal agreement shall alter the obligations under this Agreement.

INSURANCE, PERMITS AND COMPLIANCE

Contractor shall maintain insurance customary for the type of work performed, including commercial general liability and workers' compensation as required by law. Contractor is responsible for obtaining permits and inspections required by local authorities and shall perform work in compliance with applicable laws, codes and regulations.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party that is marked or reasonably understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly known without breach, was known prior to disclosure, or is rightfully obtained from a third party. A receiving party must use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but not less than a reasonable degree of care. Confidential Information may be disclosed where required by law, provided the disclosing party is given prompt notice and a reasonable opportunity to contest the disclosure.

WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

Contractor warrants that work performed under this Agreement will be free from defects in workmanship for a period of one year from substantial completion, except for defects caused by Client or third parties. EXCEPT FOR THE EXPRESS WARRANTY STATED IN THIS PARAGRAPH, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Contractor shall indemnify, defend and hold Client harmless from claims, liabilities and losses arising from Contractor's negligence or willful misconduct in performance of the work. Client shall indemnify Contractor from liabilities arising from Client-supplied materials, specifications, or acts of Client's employees.

Except for indemnification obligations and willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The parties' aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total amounts paid by Client to Contractor under this Agreement.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notice is effective upon personal delivery, confirmed overnight delivery, or three days after deposit in the mail.

GOVERNING LAW; DISPUTE RESOLUTION

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 agree to attempt in good faith to resolve disputes informally prior to initiating litigation. If informal resolution fails, claims shall be resolved by a court of competent jurisdiction in the state named above.

ENTIRE AGREEMENT

This Agreement, including any executed Change Orders and attachments, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements, proposals and understandings, whether written or oral. Any modification must be in writing and signed by both parties.

ACKNOWLEDGEMENTS

By signing below, each party certifies that the person signing on its behalf has the authority to bind the party to this Agreement, that the party will comply with all obligations stated herein, and that all information provided is true and correct to the best of the signatory's knowledge.

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