Business Interior Document

BUSINESS INTERIOR DOCUMENT

This Business Interior Document (the "Agreement") is entered into by and between:

Individual Corporation LLC Partnership Other

Individual Corporation LLC Partnership Other

RECITALS

WHEREAS, Service Provider is engaged in the business of providing interior build-out, design coordination, and installation services for commercial premises and possesses the skills, personnel, and resources necessary to perform the work described herein;

WHEREAS, Client desires to retain Service Provider to perform interior improvements at Client premises located at (the "Premises"), and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the interior services, installations, and related work described below. The work shall include furnishing materials, labor, supervision, permits, and coordination necessary to complete the Project as described. Specific deliverables, milestones, and exclusions are set forth below.

Anticipated start date: . Estimated substantial completion date: .

PAYMENT TERMS

As consideration for the Work, Client shall pay Service Provider the total contract price and on the schedule set forth below. All payments are due in lawful currency of the United States and are non-refundable except as expressly provided in this Agreement.

Late payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, beginning five (5) days after Client receives an invoice past due. Client shall also be responsible for reasonable collection costs, including attorneys' fees, if Service Provider enforces payment.

TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date and shall continue until completion of the Work, unless earlier terminated as provided herein.

Effective Date: . Anticipated end date: .

Termination for cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach. Termination for convenience: Client may terminate for convenience upon providing days' prior written notice to Service Provider, subject to payment for Work performed and reasonable demobilization costs.

CONFIDENTIALITY

Each party shall maintain in strict confidence all proprietary or confidential information disclosed by the other party in connection with this Agreement, whether marked confidential or reasonably understood to be confidential, including but not limited to budgets, drawings, specifications, pricing, trade secrets, and business processes ("Confidential Information"). Confidential Information shall not include information that is: (a) publicly known through no act or omission of the receiving party; (b) rightfully received from a third party without restriction and without breach of an obligation to the disclosing party; or (c) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement, restrict disclosure to employees and subcontractors who have a need to know, and be responsible for any breach by such persons. Upon termination or upon written request, the receiving party shall return or certify destruction of Confidential Information, except where retention is required by law or professional recordkeeping requirements.

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 laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiation between senior representatives. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties may pursue any remedy available at law or in equity in the state or federal courts located in the county of Service Provider's principal place of business, provided that service of process may be effected in any manner permitted by law.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, and agreements, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

INSURANCE; INDEMNIFICATION

Service Provider shall maintain insurance coverage customary for interior contracting work, including commercial general liability and workers' compensation as required by law. Service Provider shall indemnify, defend and hold harmless Client from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) to the extent caused by Service Provider's negligence or willful misconduct in performing the Work. Client shall indemnify Service Provider for Client's negligence, breach of this Agreement, or misconduct.

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by written notice to the other.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or to a successor in interest in connection with a sale of substantially all of its business assets. Headings are for convenience only and do not affect interpretation.

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