Business Exterior Signage Document

BUSINESS EXTERIOR SIGNAGE AGREEMENT

Effective Date:

RECITALS

WHEREAS, Client conducts business at the Premises and requires exterior signage to identify the business, promote visibility, and comply with business identification needs; and

WHEREAS, Contractor is in the business of designing, fabricating, supplying and installing exterior business signage and represents that Contractor has the experience, equipment, and personnel to perform the required Work in a professional manner; and

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

SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment, permits, testing, and supervision required to design, fabricate, deliver and install exterior signage at the location set forth below (the "Work"). Work shall conform to applicable laws, building codes, and the specifications set forth in this Agreement.

PERMITS, APPROVALS & SITE ACCESS

Contractor shall be responsible for obtaining any building permits, electrical permits, and municipal approvals required for the Work unless the parties agree otherwise in writing. If Client elects to obtain permits, Client must furnish them to Contractor prior to commencement of fabrication.

SCHEDULE & COMPLETION

Work shall commence and be performed in accordance with the schedule below. Time is of the essence with respect to the schedule identified herein.

PAYMENT TERMS

Client shall pay Contractor for the Work in accordance with the amounts and schedule set forth below. All sums are net of applicable sales and use taxes unless otherwise stated.

If Client fails to make any payment when due, Contractor may suspend performance after five (5) days' written notice and shall retain all rights and remedies available at law or in equity, including recovery of costs and attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until completion of the Work and final payment, unless earlier terminated in accordance with this section.

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 set forth above. Termination shall not relieve Client of the obligation to pay for Work performed or materials procured prior to termination.

CONFIDENTIALITY

Each party shall keep confidential all proprietary or commercially sensitive information disclosed by the other party in connection with the Work (including drawings, pricing and design specifications). Confidential information shall not include information that is or becomes publicly known through no breach of this Agreement or that is rightfully obtained from a third party without restriction.

INSURANCE, INDEMNITY & LIABILITY

Contractor shall maintain commercial general liability insurance and workers' compensation as required by law. Contractor shall maintain commercial general liability insurance in the minimum amount specified below and shall name Client as an additional insured with respect to the Work to the extent reasonably requested.

Contractor shall indemnify and hold harmless Client from and against all third-party claims, liabilities, losses, costs and expenses arising out of Contractor's negligence or willful misconduct in connection with the Work, except to the extent such claims arise from Client's actions or the condition of the Premises.

WARRANTIES & MAINTENANCE

Contractor warrants that the Work shall be free from defects in materials and workmanship for the period specified below from the date of substantial completion. This warranty does not cover damage due to vandalism, acts of God, or normal wear and tear.

OWNERSHIP, REMOVAL & TITLE

Title to the signage materials shall pass to Client upon payment in full. Contractor may retain a mechanic's lien where permitted by law for unpaid Work. If Client terminates the Agreement for Contractor's uncured breach, Contractor shall remove its equipment and materials within a reasonable time and shall not be entitled to profit on unfinished Work.

COMPLIANCE WITH LAW

Contractor shall perform the Work in compliance with all applicable federal, state and local laws, codes and regulations. Contractor shall be responsible for electrical work performed by subcontractors to the extent required by applicable code and licensing requirements.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any attached exhibits, schedules or change orders signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral. Any modification must be in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth at the beginning of this Agreement by personal delivery, certified mail (return receipt requested), or reputable overnight courier, and shall be effective upon receipt.

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 this Agreement without the prior written consent of the other, except that Contractor may assign proceeds or subcontract portions of the Work.

ACCEPTANCE CRITERIA

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