Business FFE Template

BUSINESS FFE TEMPLATE

This Business Furniture, Fixtures and Equipment Agreement (this "Agreement") is entered into as of by and between:

Client Name:

Provider Name:

WHEREAS

WHEREAS, Provider is engaged in the business of supplying, installing, repairing and transferring furniture, fixtures and equipment (collectively, "FFE") used in commercial operations; and

WHEREAS, Client desires to purchase or lease certain FFE from Provider, or to retain Provider to remove, transfer, install or otherwise render services related to FFE at Client's premises, under the terms and conditions set forth herein.

WHEREAS, the parties intend to set forth the scope, payment terms, warranties and allocation of risk with respect to the FFE and related services.

SCOPE OF WORK

Provider shall perform the work described below in a professional manner in accordance with industry standards. The work shall include supply, removal, transport, installation, testing and any specified refurbishment of FFE as set forth in the FFE Schedule and this Agreement.

FFE SCHEDULE (Itemized)

The parties shall use the following schedule to identify each piece of FFE subject to this Agreement. Additional items shall be appended as necessary and incorporated by reference.

PAYMENT TERMS

Client shall pay Provider the amounts specified below in consideration for the FFE and services provided.

Provider may suspend performance if invoices are not paid when due, and Client shall be responsible for all collection costs, including reasonable attorneys' fees. All amounts are exclusive of taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on and shall continue in effect until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party upon written notice if such breach is not cured within the notice period specified above. Termination shall not relieve Client of the obligation to pay for FFE delivered and services performed prior to termination.

DELIVERY, INSTALLATION AND ACCEPTANCE

Acceptance shall occur upon completion of installation and testing and upon Client's written or electronic acknowledgement of satisfactory condition, or upon the expiration of a five (5) business day inspection period if no written rejection is received. Any rejection must specify nonconformities in detail.

WARRANTIES; DISCLAIMER

Provider warrants that any new FFE supplied shall conform to the manufacturer's specifications for a period of ninety (90) days from acceptance, unless a different warranty period is agreed in writing. Provider's sole obligation under this warranty shall be, at Provider's option, repair or replacement of the nonconforming FFE. Provider disclaims all other warranties, whether express or implied, including merchantability and fitness for a particular purpose, except to the extent such disclaimers are unenforceable under applicable law.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose any nonpublic proprietary information of the other party (the "Disclosing Party") obtained in connection with this Agreement, including pricing, inventory, specifications and business operations ("Confidential Information"), except as required by law. Confidential Information does not include information that is or becomes publicly known through no fault of the Receiving Party, was rightfully in the Receiving Party's possession prior to disclosure, or is rightfully received from a third party without restriction.

INSURANCE; RISK OF LOSS

Risk of loss with respect to FFE passes to Client upon delivery and acceptance unless otherwise agreed in writing. Provider shall maintain commercial general liability and, where applicable, transportation insurance covering activities performed under this Agreement. Client shall maintain property insurance on Client's premises.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnitee's breach of this Agreement, negligence or willful misconduct; provided, however, that indemnity obligations shall be subject to applicable limitations under law.

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 laws principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to pursuing litigation. Remedies at law shall not be deemed exclusive of equitable relief where appropriate.

NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery, or to such other address as either party may designate by notice.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign receivables to a financing entity.

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