Business Improvements Form

BUSINESS IMPROVEMENTS FORM

Parties and Recitals

Client Name:    Contractor Name:

Effective Date:    Project Reference / Job No.:

WHEREAS, Client operates the business at the location(s) described herein and desires certain improvements, repairs, alterations and installations to be performed to business premises and related fixtures (the "Improvements"); and

WHEREAS, Contractor represents that it has the experience, licenses and capacity to perform the Improvements in a professional manner consistent with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Business Improvements Form, the parties agree as follows.

Project Location and Contact Information

Scope of Work

Contractor shall furnish all labor, materials, equipment and supervision necessary to perform the Improvements described in this Scope of Work. The scope includes the work items listed below and any additional work that the parties expressly agree to in writing.

Payment Terms

Total Contract Amount:

Late Fee / Interest: Interest shall accrue on past due balances at the rate of from the date payment was due until paid in full. Collection costs, including reasonable attorney fees, shall be payable by the defaulting party.

Term and Termination

Term Commencement Date:    Anticipated Completion Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Client may suspend work for convenience upon written notice; Contractor shall be entitled to payment for work performed, materials committed and reasonable demobilization costs.

Confidentiality

Each party acknowledges that in connection with the performance of the Improvements it may receive Confidential Information of the other party. "Confidential Information" includes business plans, specifications, drawings, pricing, financial information, trade secrets and customer information. The receiving party shall: (a) hold Confidential Information in confidence; (b) not use it except to perform obligations under this Agreement; and (c) not disclose it to any third party except to employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations no less protective than this clause. Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known by the receiving party, or is rightfully received from a third party without obligation of confidentiality. The parties acknowledge that monetary damages may be insufficient to remedy a breach and that injunctive or equitable relief may be sought.

Does this engagement involve proprietary designs, trade secrets or other sensitive materials that require heightened protection?    Yes

Insurance, Permits and Compliance

Contractor shall maintain at its expense insurance customary for the trade and shall obtain all permits, inspections and approvals required by law or by the applicable authority having jurisdiction. Contractor shall comply with all applicable laws, codes and regulations in performing the Improvements. Proof of insurance and permit documentation shall be delivered to Client upon request.

Warranties and Remedies

Contractor warrants that all work shall be performed in a good and workmanlike manner and shall be free from defects in workmanship for a period of from final completion, unless a different period is agreed in writing. Remedies for breach of warranty shall include, at Client's option, repair or replacement of defective work or a reduction in price reasonably related to the defect.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve disputes through negotiation. If resolution cannot be reached within 30 days, either party may seek relief in a court of competent jurisdiction in the county where the Premises are located.

Entire Agreement

This document, together with any exhibits, attachments and written change orders executed by the parties, constitutes the entire agreement between the parties concerning the Improvements and supersedes all prior negotiations, representations and agreements, whether written or oral. Amendments must be in writing and signed by both parties.

Certifications

Each party represents and warrants that it has the authority to enter into this Agreement, that the person signing on its behalf is authorized to bind the party, and that it will comply with all applicable legal requirements in performing its obligations.

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