Business Enclosure Contract

BUSINESS ENCLOSURE CONTRACT

This Business Enclosure Contract (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client is engaged in the business of operating facilities and requires one or more enclosures, assemblies, or fitted housings (collectively, "Enclosures") for protection of equipment and safe operation; and

WHEREAS, Contractor is duly qualified to design, manufacture, supply and, if selected below, install Enclosures in accordance with specifications and industry standards; and

WHEREAS, Client desires to engage Contractor, and Contractor desires to accept such engagement, on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Contractor shall perform the work described below and in any attached exhibits. The description below is incorporated into this Agreement and constitutes the primary obligations of Contractor.

Deliverables: Contractor will deliver Enclosures conforming to the Scope and deliver the following items: drawings, material certifications, packing list, and an installation checklist where applicable. Acceptance testing shall be completed within days after delivery or completion of installation.

PAYMENT TERMS

Total Contract Price: $

Deposit: $ payable within days of invoice.

Late Payment: Amounts unpaid beyond the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus a late fee of for delinquent invoices.

CHANGES; CHANGE ORDERS

Any changes to the Scope of Work shall be made only by a written change order signed by authorized representatives of both parties. Change orders may adjust price and schedule. Contractor shall not be responsible for delays caused by Client-directed changes.

TERM AND TERMINATION

Commencement Date: . Estimated Completion Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure within days after written notice. Client may terminate for convenience upon days' prior written notice; Client shall pay Contractor for work performed and costs reasonably incurred to the date of termination, plus termination costs.

CONFIDENTIALITY

Each party acknowledges that it may obtain confidential information of the other party. "Confidential Information" excludes information that (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) was rightfully in receiving party’s possession prior to disclosure; or (iii) is independently developed. Receiving party shall not disclose Confidential Information except to its employees and contractors who have a need to know and who are bound to protect confidentiality. Confidential Information shall be used only for performance under this Agreement and shall be kept secure for a period of years after termination.

WARRANTY; LIMITATION OF LIABILITY

Contractor warrants that delivered Enclosures will be free from material defects in workmanship and materials for a period of months from acceptance. Remedy for breach of this warranty is limited at Contractor’s option to repair or replacement of nonconforming items. EXCEPT FOR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID UNDER THIS AGREEMENT.

INSURANCE AND INDEMNITY

Contractor shall maintain commercial general liability insurance and, where applicable, workers' compensation and automobile liability insurance with minimum limits customary for similar work. Contractor shall indemnify, defend and hold harmless Client from third-party claims arising out of Contractor's negligence in performance of the work, subject to applicable law and the limitations set forth in this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties below. The parties agree to attempt to resolve disputes by negotiation in good faith prior to initiating formal legal proceedings. If litigation is necessary, the parties submit to the exclusive jurisdiction of the courts located in the selected state.

Governing Law State:

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and written change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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