Business Center Revision

Business Center Revision Agreement

This Business Center Revision Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: , located at Address: (Client), and Service Provider Name: , located at Address: (Provider).

WHEREAS

WHEREAS, Client operates a business center and requires revisions to its premises, fixtures, systems, and related services to support operational objectives; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform design, construction administration, procurement, and related project management services for the revisions described herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

Scope of Work

Provider shall perform the services described in the Scope of Work with commercially reasonable skill and care in accordance with industry standards. Any material changes to the Scope of Work shall be documented in a written change order executed by both parties prior to commencement of the changed work.

Payment Terms

Provider shall invoice Client in accordance with the Payment Schedule. Invoices shall be due and payable within thirty (30) days of receipt unless otherwise specified in the Payment Schedule. Overdue amounts shall accrue interest at the rate specified in the Late Payment Fee field above. Client shall not withhold payment except for bona fide disputed amounts; undisputed portions shall remain payable.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the number of days specified in the Notice Period following written notice. Either party may terminate for convenience upon providing the other party the Notice Period. Termination shall not relieve Client of the obligation to pay for services performed and materials procured through the effective date of termination. Sections concerning Confidentiality, Indemnification, Payment, and Governing Law shall survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes public without breach of this Agreement; (ii) was known to the receiving party prior to disclosure by the disclosing party, as shown by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. If compelled by law to disclose Confidential Information, the receiving party shall provide prompt written notice to allow the disclosing party to seek protective measures.

Indemnification

Each party shall indemnify, defend, and hold harmless the other party from and against claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with its performance under this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense, at the indemnifying party's expense.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, negotiations, and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given upon personal delivery, three days after deposit in the U.S. mail, or one business day after deposit with an overnight courier.

Sign Now