Business Desk Contract

BUSINESS DESK CONTRACT

This Business Desk Contract (the Agreement) is entered into effective as of , by and between the parties set forth below.

Recitals

WHEREAS, Provider is engaged in the business of supplying and installing commercial furniture, fixtures, and related services, including desks designated for business use; and

WHEREAS, Client desires to retain Provider to supply, deliver, and, if applicable, install one or more business desks described in this Agreement under the terms and conditions set forth herein; and

WHEREAS, Provider agrees to perform such services and deliver the described goods in accordance with the Scope of Work and Payment Terms contained in this Agreement.

Scope of Work

Provider shall furnish and, where indicated, assemble and install the business desk(s) and related components (the Work) at Client's premises in accordance with the specifications and schedule set forth below. Provider shall supply all labor, materials, tools, equipment, and supervision necessary to perform the Work in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Provider for the Work as follows. Unless otherwise agreed in writing, all sums are payable in U.S. dollars and subject to the schedule below.

Any undisputed past-due amount shall accrue interest at the lesser of the rate specified below or the maximum rate permitted by applicable law, calculated from the date payment was due until paid.

Term and Termination

This Agreement shall commence on the Start Date and shall continue in full force until the End Date unless earlier terminated in accordance with this section.

Start Date: ,

End Date: ,

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above following written notice. Provider may suspend performance if Client fails to pay amounts due after providing written notice and a ten (10) day opportunity to cure.

Confidentiality

Each party acknowledges that during the course of performance it may learn Confidential Information of the other party. Confidential Information means non-public business or technical information disclosed in oral, written, electronic, or other tangible form that is identified as confidential or that reasonably should be understood to be confidential.

Each receiving party agrees to (a) maintain the confidentiality of such Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information does not include information that is (i) publicly known through no breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the other party’s Confidential Information, or (iv) required to be disclosed by law or valid legal process, provided the disclosing party is given prompt written notice and an opportunity to seek protective relief.

Representations; Warranties; Remedies

Provider represents and warrants that the goods supplied will be free from material defects in materials and workmanship under normal use for thirty (30) days from delivery, unless a longer manufacturer warranty applies, and that installation services, if provided, will be performed in a professional manner. Client's sole and exclusive remedy for breach of these warranties shall be, at Provider's option, repair or replacement of defective goods or re-performance of deficient services. Provider makes no other warranties, express or implied, except as expressly set forth in this Agreement.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, neither party will be liable to the other for consequential, incidental, special, or punitive damages. Provider’s aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or other jurisdiction specified below, without regard to conflict of laws principles.

Entire Agreement; Amendments

This Agreement, together with any exhibits, specifications and written change orders signed by both parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

General Provisions

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or to any successor in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Provider is an independent contractor and not an employee, partner, or agent of Client. Provider is solely responsible for payment of its employees, subcontractors, taxes and benefits.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party designates in writing.

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