Business FAB Template

BUSINESS FAB TEMPLATE

This Business Fabrication and Advisory Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: (Client) and Service Provider Name: (Provider).

WHEREAS

WHEREAS, Client desires that Provider perform fabrication, advisory, design review and related services for the project known as Project Name: and Provider has the experience and capacity to provide such services on the terms set forth herein.

WHEREAS, the parties intend that Provider will perform the services described in Section 1 below in accordance with accepted industry practices and applicable law, and that Client will compensate Provider in accordance with Section 2.

1. SCOPE OF WORK

Provider shall perform the services and deliverables described below. The parties acknowledge that changes to scope shall be documented as written change orders signed by both parties.

2. PAYMENT TERMS

Client shall pay Provider for the services in accordance with this Section. All amounts are payable in United States dollars unless otherwise agreed in writing.

If Client fails to pay undisputed amounts when due, Provider may suspend performance after providing written notice and the expiration of a fifteen (15) day cure period. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider to collect past-due amounts.

3. TERM AND TERMINATION

This Agreement commences 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 breaching party fails to cure such breach within thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or other information disclosed by either party to the other, whether disclosed orally, visually or in writing. Each party shall: (a) use Confidential Information solely for the purpose of performing its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those of its employees, contractors or advisors with a need to know; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider grants to Client a nonexclusive, nontransferable license to use deliverables created under this Agreement for Client's internal business purposes. Provider retains ownership of Provider's pre-existing materials and tools and all intellectual property not specifically assigned in a written instrument signed by Provider.

6. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or the breach of confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to liability.

7. 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including all exhibits and written 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, statements of work and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held to be 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 Provider may assign to an affiliate or successor in interest.

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