Business Document Stone Document

BUSINESS DOCUMENT STONE DOCUMENT

Parties and Recitals

This Business Document Stone Document ("Agreement") is entered into between Client Name: and Service Provider Name: .

WHEREAS, Client requires supply, fabrication, and/or installation services for natural or engineered stone materials in connection with a commercial or residential project described as Project Name: ;

WHEREAS, Service Provider represents that it has the skill, personnel, equipment, and licensing necessary to perform the Scope of Work set forth below and will perform the Work in a professional and workmanlike manner consistent with industry standards;

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

1. Scope of Work

The Scope of Work includes reasonable coordination with other contractors, site measurements, and specified mock-ups. Any material substitutions, change orders, or deviations from approved samples must be approved in writing by Client prior to execution.

2. Payment Terms

Invoices are payable to Service Provider at Payment Address:

If payment is not received within days of invoice date, Service Provider may assess interest at per month on the outstanding balance and/or a late charge of .

3. Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within Notice Period: after receipt of written notice. Client may terminate for convenience upon written notice, in which event Service Provider shall be entitled to payment for Work performed and documented costs incurred up to the effective date of termination.

4. Confidentiality

Each party shall maintain in strict confidence all Confidential Information of the other party disclosed in connection with this Agreement. "Confidential Information" includes pricing, trade secrets, technical specifications, business plans, and other non-public information. Confidential Information does not include information that: (a) was publicly known at the time of disclosure; (b) becomes publicly known through no fault of the receiving party; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

Each receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall restrict disclosure to employees and subcontractors with a need to know who are bound to maintain confidentiality no less protective than this Agreement. Required disclosures by law shall be made only after providing prompt notice to the disclosing party to allow for protective relief.

5. Representations, Warranties and Liability

Service Provider represents and warrants that the Work will conform to the Scope of Work and that materials supplied will be of good merchantable quality for a period of Warranty Period: from substantial completion, except for normal wear. EXCEPT AS EXPRESSLY STATED HEREIN, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Liability of each party for direct damages shall be limited to the total amount paid under this Agreement. Neither party shall be liable for special, incidental, punitive, or consequential damages arising from or relating to this Agreement.

6. Indemnity

Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising out of the indemnifying party's negligent acts, willful misconduct, or breach of this Agreement, subject to the limitations of liability set forth above.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to its choice-of-law rules. Venue for any dispute arising under this Agreement shall be in the courts located within that state, and the parties hereby submit to the personal jurisdiction of such courts.

8. Entire Agreement

This Agreement, together with any exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Notices

Notices shall be in writing and delivered by hand, certified mail, or overnight courier to the addresses listed above and shall be deemed given upon receipt.

Acknowledgement

The persons signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the respective parties and bind those parties to the terms hereof.

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