Business External Signage Template

BUSINESS EXTERNAL SIGNAGE TEMPLATE

This Business External Signage Agreement (the Agreement) is made effective as of by and between Client Name: , and Signage Contractor Name: .

WHEREAS

WHEREAS, Client operates or controls the premises at which external signage is to be installed and desires to procure signage and related installation services; and

WHEREAS, Contractor provides design, fabrication, permitting, installation and maintenance services for external commercial signage and represents that Contractor is qualified, licensed, and insured to perform the Work described herein;

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

Contractor shall perform all work necessary to design, fabricate, obtain permits (if specified below), install, test and, where applicable, remove the external sign(s) described below (the Work). Specific tasks, deliverables and acceptance criteria are set forth in the Scope of Work field.

Permits and approvals: Contractor to obtain all required permits Client to obtain permits

PAYMENT TERMS

Client shall pay Contractor for the Work in accordance with the schedule and amounts set forth below. All amounts are in U.S. dollars unless otherwise specified.

Invoices are payable within the periods specified in the Payment Schedule. Late payments will accrue the Late Payment Fee above after a grace period of days following the invoice due date. Client is responsible for all applicable sales, use or other taxes unless exempt.

TERM AND TERMINATION

The term of this Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, continues until the Completion Date.

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Either party may terminate for convenience upon giving days' prior written notice. Upon termination, Client shall pay Contractor for Work performed and for non-cancellable obligations incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public information disclosed by the other party in connection with this Agreement and shall not disclose such information to third parties except as required by law or as necessary to perform the Work. Confidential information does not include information that is or becomes publicly available through no breach of this Agreement, or information independently developed by the receiving party without use of the disclosing party's confidential information.

WARRANTIES, MAINTENANCE AND INSURANCE

Contractor warrants that the Work will be free from defects in materials and workmanship for a period of months from the date of substantial completion. Warranty remedies are limited to repair or replacement at Contractor's expense, subject to inspection and verification that defects are not the result of misuse, vandalism, or acts beyond Contractor's control.

Contractor shall maintain commercial general liability and, where applicable, workers' compensation insurance in amounts customary for the industry and shall provide certificates of insurance upon request.

Maintenance: Client responsible for routine maintenance Contractor provides maintenance under separate agreement

LIABILITY AND INDEMNITY

Each party shall be liable for and shall indemnify and hold the other harmless from claims, damages, liabilities and expenses arising out of its negligence or willful misconduct in connection with this Agreement. Neither party shall be liable for special, incidental, consequential or punitive damages except to the extent resulting from gross negligence or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments, and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, proposals and agreements, whether written or oral. No amendment shall be binding unless in a written instrument signed by both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor by merger or sale of all or substantially all assets. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party may designate in writing.

Severability: If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the original intent of the parties.

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