Business Info Panels

BUSINESS INFORMATION PANELS AGREEMENT

This Business Information Panels Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client operates or controls the premises and locations where informational panels, displays and related signage (Panels) will be installed to convey business information to customers and the public; and

WHEREAS, Contractor is engaged in the design, fabrication, delivery and installation of business information panels and represents that Contractor has the skill, personnel and equipment to perform the work described herein; and

WHEREAS, Client desires to engage Contractor to provide Panels and related services at the locations and on the terms set forth in this Agreement, and Contractor agrees to provide such Panels and services pursuant to the terms of this Agreement.

SCOPE OF WORK

Contractor shall design, fabricate, deliver, install and commission business information panels in accordance with the specifications and locations set forth below. Contractor shall obtain and comply with all applicable codes, standards and permit requirements unless otherwise specified in this Agreement.

PAYMENT TERMS

Client shall pay Contractor for the Panels and services the total amount of $ (Contract Price) in accordance with the following schedule and conditions.

If any payment is not received within thirty (30) days of the due date, Client shall pay interest at the rate specified above and shall reimburse Contractor for reasonable collection costs and attorneys' fees incurred to recover past due amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall remain in effect until unless earlier terminated in accordance with this Section.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other 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, including design documents, pricing, customer lists and specifications for the Panels. The receiving party shall (a) 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; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, subcontractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations shall survive termination for a period of years.

INTELLECTUAL PROPERTY; DELIVERABLES

Contractor grants to Client a nonexclusive, nontransferable license to use all deliverables and artwork created specifically for Client under this Agreement solely for Client's business operations at the installation locations. Contractor retains ownership of preexisting designs, tools, processes and methodologies. Any custom artwork or content provided by Client remains Client property; Contractor shall not use such materials for other clients without Client's prior written consent.

WARRANTY; REMEDIES

Contractor warrants that the Panels and workmanship will be free from material defects for a period of twelve (12) months from final acceptance. Contractor's sole obligation shall be, at Contractor's option, to repair or replace defective Panels or, if unable to do so within a reasonable time, to refund the portion of the Contract Price attributable to the defective Panels. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

INDEMNIFICATION; LIMITATION OF LIABILITY

Contractor shall indemnify, defend and hold harmless Client and its affiliates, officers and employees from and against third party claims arising from Contractor's negligent acts, omissions or willful misconduct in the performance of the services. Client shall indemnify Contractor for claims arising from Client-supplied content or Client's negligence. EXCEPT FOR LIABILITY ARISING FROM FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONTRACTOR PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

INSURANCE

Contractor shall maintain commercial general liability insurance and workers' compensation insurance in amounts customary for the industry and reasonably sufficient to cover Contractor's obligations under this Agreement. Upon request, Contractor shall provide certificates of insurance reasonably evidencing required coverage.

PERMITS AND SITE ACCESS

Unless otherwise agreed in writing, Contractor shall be responsible for obtaining all permits and approvals required for fabrication and installation. Client shall provide reasonable site access, utilities and any landlord approvals required for installation and shall coordinate any necessary site closures or business interruptions.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation, and if unresolved, through mediation prior to initiating litigation.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including exhibits and documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held 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 either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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