Business Fitting Agreement

BUSINESS FITTING AGREEMENT

This Business Fitting Agreement ("Agreement") is made and entered into on this date by and between:

Provider Name:    Entity Type:

Client Name:    Entity Type:

RECITALS

WHEREAS, Provider is engaged in the business of providing professional fitting, adjustment, and installation services for commercial fixtures, equipment, or apparel; and

WHEREAS, Client desires to retain Provider to perform specified fitting services at the locations and on the items described in this Agreement, and Provider is willing to perform such services on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner, in accordance with industry standards. Any change in the Scope of Work that materially alters the work, schedule, or price shall be made only by a written amendment signed by both parties.

PAYMENT TERMS

All amounts payable under this Agreement are exclusive of applicable taxes. If Client fails to pay undisputed amounts when due, Provider may suspend performance after providing written notice and a reasonable opportunity to cure. Client shall reimburse Provider for all collection costs and reasonable attorneys' fees incurred in collecting past-due amounts.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receiving written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and non-cancellable commitments incurred prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without reference to the Confidential Information; or (iv) is required to be disclosed by applicable law or valid judicial process, provided the disclosing party is given prompt written notice and, where permitted, an opportunity to seek a protective order.

Duration: The receiving party's obligations with respect to Confidential Information shall continue for a period of years from the date of disclosure, except that trade secrets shall remain protected for so long as they meet the legal definition of a trade secret.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any attachments or exhibits, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications relating to the subject matter herein. Any amendment or modification must be in writing and signed by both parties.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to a successor in interest in connection with a merger or sale of substantially all of Provider's assets.

Remedies: The parties acknowledge that monetary damages may be an inadequate remedy for breach of the confidentiality provisions and that the non-breaching party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

NOTICES

Notices shall be in writing and delivered by hand, prepaid certified mail, or overnight courier to the addresses provided above, or to such other address as a party may designate by notice in accordance with this section. Notices are effective upon receipt.

Sign Now