Business Decor Vinyl Template

BUSINESS DECOR VINYL TEMPLATE

Client Name:    Client Address:

Contractor Name:    Contractor Address:

RECITALS

WHEREAS, Client desires the design, production, delivery and installation of decorative vinyl graphics and associated services for Client's premises identified as: ; and

WHEREAS, Contractor represents that it is experienced and qualified to provide vinyl design, fabrication and installation services in accordance with professional standards and this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the work described herein.

SCOPE OF WORK

PAYMENT TERMS

Contract Price: $

Overdue amounts shall bear interest at (not to exceed the maximum permitted by law) and a late administration fee of $.

TERM AND TERMINATION

Commencement Date:    Estimated Completion Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Either party may terminate for convenience upon days' prior written notice; in that event Client will pay Contractor for work performed and materials ordered through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, design and pricing information disclosed by one party to the other in connection with this Agreement. Receiving party shall not disclose Confidential Information to third parties and shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care. This obligation shall not apply to information which (a) is or becomes public other than by breach of this Agreement, (b) is rightfully known to the receiving party prior to disclosure, or (c) is required to be disclosed by law, provided receiving party gives prompt notice to disclosing party and cooperates with reasonable protective measures. The obligations in this Section survive termination for a period of three (3) years.

INTELLECTUAL PROPERTY AND ARTWORK

Client warrants it owns or has license to use all artwork, logos and materials furnished to Contractor. Contractor's use of such materials is limited to performance of this Agreement. Any design work created by Contractor specifically for Client and paid for in full shall be deemed a work made for hire to the extent permitted; otherwise Contractor grants Client a perpetual, non-exclusive license for use in connection with the Project. Contractor may retain non-identifying records and photographs of completed work for portfolio and marketing purposes only if Client grants permission: Permission to use photographs

PERMITS, SITE ACCESS, AND COORDINATION

Contractor shall coordinate installation timing with Client and shall obtain all permits required of Contractor unless otherwise indicated. Responsibility for building owner approvals and final sign-offs shall rest with:

WARRANTY; LIMITATION OF LIABILITY

Contractor warrants that materials and workmanship shall be free from material defects for a period of months from completion. Remedies are limited to repair or replacement of defective work at Contractor's expense. Except for gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, punitive or special damages. Contractor's aggregate liability shall not exceed the total amount paid under this Agreement.

INSURANCE AND INDEMNITY

Contractor shall maintain commercial general liability and workers' compensation insurance in amounts appropriate to the work. Contractor shall indemnify, defend and hold harmless Client from third-party claims arising out of Contractor's negligence or breach of this Agreement, except to the extent caused by Client's gross negligence or willful misconduct.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. This Agreement, including any attached exhibits or approved artwork approvals, constitutes the entire agreement between the parties and supersedes all prior negotiations, proposals and representations. Any amendments must be in writing and signed by both parties.

MISCELLANEOUS

Notices shall be in writing and delivered to the addresses set forth above. If any provision is held unenforceable, the remainder shall remain in full force. Time is of the essence for all scheduled milestones.

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