Business Completion Guidelines

BUSINESS COMPLETION GUIDELINES

Client Name:    Contractor Name:

Recitals

WHEREAS, Client and Contractor entered into a primary agreement concerning the Project identified as Project Name: ;

WHEREAS, the parties desire to establish objective, auditable completion criteria, final deliverable requirements, and administrative procedures necessary for final acceptance, final invoicing, and release of retainage; and

WHEREAS, these Business Completion Guidelines will control the process by which the Project is deemed complete for purposes of acceptance, warranty commencement, and final payment;

Scope of Work and Final Deliverables

Acceptance Criteria and Procedures

Acceptance is conditioned upon completion of the following observable criteria and the delivery of supporting documentation. The parties shall cooperate in good faith to schedule final inspections and acceptance testing within the timeframe established below.

Payment Terms

Final Payment Amount:

Late Payment Fee: (applies to undisputed amounts unpaid after agreed payment due date)

Term and Termination

Project Start Date:    Anticipated Completion Date:

Notice Period for Termination: days (written notice required). Termination for cause shall be subject to a 10-day cure period unless immediate termination is necessary to protect health, safety, or property.

Confidentiality

Each party shall maintain the confidentiality of Proprietary Information disclosed in connection with the Project. Proprietary Information means nonpublic technical, business, and financial information disclosed in written, electronic, or oral form. Confidential information shall not include information that is (a) publicly known through no breach by the receiving party, (b) known by the receiving party prior to disclosure as documented by contemporaneous records, or (c) lawfully obtained from a third party without confidentiality obligations. The receiving party shall use at least the same degree of care to protect Proprietary Information as it uses for its own confidential information, but not less than reasonable care.

Warranties and Corrections

Contractor warrants that the final deliverables will conform to the Scope of Work and be free from material defects in workmanship and materials for a period of months from the date of final acceptance. Contractor shall promptly correct defects discovered during the warranty period at no additional cost to Client, subject to reasonable scheduling.

Final Acceptance and Release of Retainage

Final acceptance shall occur when Client issues a written Acceptance Certificate stating that the Acceptance Criteria have been satisfied. Release of any retained funds is conditioned on receipt of the Acceptance Certificate, final invoice, lien waivers, and any other required closeout documents specified in these Guidelines.

Dispute Resolution and Governing Law

The parties shall attempt in good faith to resolve disputes arising under these Guidelines through prompt negotiation between executive representatives. If unresolved within 30 days, the parties agree to submit the dispute to binding arbitration administered according to the arbitration rules selected by the parties. Governing law for interpretation and enforcement of these Guidelines shall be: .

Entire Agreement

These Business Completion Guidelines, together with the underlying Contract and any written change orders, constitute the entire agreement relating to the subject matter hereof and supersede all prior or contemporaneous oral or written agreements, representations, or understandings. Any modification must be in writing and signed by authorized representatives of both parties.

Acknowledgment

By signing below, the undersigned representatives certify that they are authorized to bind their respective parties and that they accept and will comply with the procedures, criteria, and obligations set forth in these Business Completion Guidelines.

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