Business Doors Document

Business Doors Agreement

This Business Doors Agreement (the Agreement) is entered into on between Client Name: whose principal place of business or address is , and Provider Name: , whose principal place of business or address is .

WHEREAS

WHEREAS, Provider is engaged in the business of supplying, fabricating, delivering and installing commercial doors, frames, hardware and related services in accordance with industry standards and applicable building codes; and

WHEREAS, Client desires to procure from Provider certain doors, components and installation services for the premises located at (Project); and

WHEREAS, Provider is willing to perform such services and supply such materials on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Services to include (check all that apply):

Supply of doors and components Installation Repair and refurbishment Ongoing maintenance

PAYMENT TERMS

The total contract price for the Work shall be (Contract Amount), payable in accordance with the following schedule:

Unless otherwise agreed in writing, invoiced amounts are due within days of receipt. Late payments will incur interest at a rate of % per month (or the maximum lawful rate, whichever is less), calculated monthly from the original due date until paid in full.

Client shall pay a deposit or mobilization fee of if required to schedule fabrication. Title to materials supplied by Provider remains with Provider until paid in full, subject to applicable law.

TERM AND TERMINATION

This Agreement commences on the Start Date: and shall continue until the Completion Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within days after written notice. Either party may also terminate for convenience upon days' prior written notice to the other party, subject to payment for work performed and materials ordered through the effective date of termination.

INSPECTION, WARRANTY & COMPLIANCE

Provider warrants that materials and workmanship furnished under this Agreement shall be free from defects in materials and workmanship for a period of months from completion, except for defects arising from misuse, alteration or negligence by Client or third parties. Remedies for breach of warranty shall be limited to repair or replacement of defective items at Provider's option.

Provider shall perform the Work in compliance with applicable laws, building codes and industry standards, and shall maintain insurance customary for the scope of work. Client shall provide safe and lawful access to the Project site and shall obtain any necessary consents and permits unless otherwise agreed in writing.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence all non-public business, technical and financial information disclosed by the other party (the Disclosing Party) in connection with this Agreement and identified in writing as confidential or that reasonably should be understood to be confidential given the nature of the information (Confidential Information). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are subject to confidentiality obligations no less protective than those herein.

Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party, (b) was in the Receiving Party's possession prior to disclosure by the Disclosing Party as shown by written records, (c) is received without restriction from a third party rightfully in possession of such information, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If disclosure is required by law or court order, the Receiving Party shall provide prompt notice to the Disclosing Party to permit the Disclosing Party to seek a protective order or other remedy.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party, its officers, directors and employees from and against third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts, omissions or willful misconduct in connection with performance of this Agreement, except to the extent caused by the negligence or willful misconduct of the indemnified party.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiations are unsuccessful, disputes shall be resolved by binding arbitration administered in accordance with the rules agreed by the parties and held in the county where the Project is located, unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Agreement, including all exhibits, attachments and change orders signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign or transfer this Agreement without the prior written consent of the other, except that Provider may assign to a successor in interest in connection with a sale of substantially all of Provider's business relating to the Work.

Notices required under this Agreement shall be in writing and delivered to the address set forth above or to such other address as either party may designate in writing, and shall be effective upon hand delivery, confirmed electronic delivery, or three (3) days after deposit in the United States mail, postage prepaid.

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