Business Document Granite Document

Business Document Granite Document

This Business Document Granite Document (the Agreement) is entered into as of Effective Date: in the City/County of .

Parties

Recitals

WHEREAS, Client Name: desires to engage Contractor to perform certain services related to granite procurement, fabrication and installation as further described herein; and

WHEREAS, Contractor Name: represents that it has the experience, personnel, and capacity to furnish the materials and services specified in this Agreement on the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Contractor shall furnish all labor, materials, equipment, permits and supervision necessary to complete the work described below (the Work). The Work shall conform to the specifications, drawings and standards agreed by the parties.

Payment Terms

Compensation: Client shall pay Contractor a total contract price of $ (the Contract Price) in accordance with the payment schedule set forth below.

Invoices: Contractor shall submit invoices in the form and with the attachments required for the parties to confirm performance and permit payment. Payments are due within days of receipt of a proper invoice, unless otherwise agreed in writing.

Late Payment: Any amount not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be liable for reasonable costs of collection, including attorneys' fees.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing the other party with written notice at least days prior to the effective termination date. Upon termination for convenience, Contractor shall be paid for Work performed and materials procured to the date of termination, less any setoffs or claims.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; provided that if such breach is not curable within thirty (30) days, the time to cure shall be extended for a reasonable period if the breaching party promptly commences cure and diligently pursues it to completion.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a party (Discloser) to the other party (Recipient) in connection with this Agreement, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Recipient shall (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted by this Agreement; (b) use Confidential Information solely for the performance of obligations or exercise of rights under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure, which measures shall be no less protective than those Recipient uses to protect its own confidential information of similar importance.

Exceptions: Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was in Recipient's possession prior to receipt from Discloser; (iii) is received by Recipient from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Disputes: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute cannot be resolved within thirty (30) days following written notice of dispute, the parties may pursue any remedy available at law or in equity in the courts of the governing state.

Indemnification; Insurance

Contractor shall indemnify, defend and hold harmless Client from and against any claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's negligence or willful misconduct in connection with the performance of the Work. Contractor shall maintain insurance customary for the industry and scope of the Work and provide proof of insurance upon request.

Miscellaneous

Independent Contractor: Contractor is an independent contractor and not an employee, agent, joint venturer or partner of Client. Contractor is responsible for all taxes and benefits owed to its employees and subcontractors.

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction provided the assignee assumes the assigning party's obligations hereunder.

Entire Agreement; Amendment

Entire Agreement: This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

Amendment: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

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