Business Mirrors Template

BUSINESS MIRRORS AGREEMENT

Parties

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

WHEREAS

WHEREAS, Client operates a commercial enterprise requiring the supply, fabrication, delivery and installation of decorative and functional mirrors and related mounting systems (the Products); and

WHEREAS, Supplier represents that it has the expertise, personnel, equipment and ability to manufacture, deliver and install the Products in accordance with industry standards and the specifications mutually agreed by the parties; and

WHEREAS, the parties desire to set forth the terms under which Supplier will provide the Products and perform installation and any related services (the Services).

Scope of Work

Supplier shall furnish all labor, materials, equipment and supervision necessary to complete the Services described below. Detailed scope and deliverables:

Attachments and drawings referenced by this Agreement are incorporated by reference and form part of the Scope of Work. Any change in scope that affects price or schedule shall be documented by a written change order executed by authorized representatives of both parties.

Payment Terms

Total Contract Amount: $

Deposit upon execution: $. Remaining balance payable as follows:

Invoices shall be submitted to Client at the address above and are payable within days of receipt unless otherwise stated. Late payments shall accrue interest at the rate of per month, or the maximum rate permitted by law, whichever is less, calculated monthly on the unpaid balance.

If Client disputes any portion of an invoice in good faith, Client shall provide written notice to Supplier within ten (10) days of receipt specifying the nature of the dispute and the parties shall work in good faith to resolve the dispute while undisputed amounts remain payable under the terms above.

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 cause if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and shall not disclose to any third party any Confidential Information received from the other party (the Disclosing Party) except as necessary to perform obligations under this Agreement. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement. Exceptions to confidentiality include information that is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, becomes publicly available other than through a breach of this Agreement, or is required to be disclosed by law with prior notice to the Disclosing Party where permitted.

Warranties and Remedies

Supplier warrants that the Products and Services will conform to the specifications set forth in the Scope of Work and will be free from material defects in materials and workmanship for a period of months from substantial completion. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of defective items or refund of amounts paid for defective items. This warranty does not cover damage resulting from misuse, alteration, neglect, or ordinary wear and tear.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Agreement. In no event shall either party be liable for consequential, incidental, punitive or exemplary damages, and aggregate liability shall be limited to direct damages not to exceed the Total Contract Amount paid to Supplier under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. Venue for any dispute arising hereunder shall be the state or federal courts located in that State.

Entire Agreement

This Agreement, together with all attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices required by this Agreement shall be given in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that each has had the opportunity to review this Agreement with counsel and that any ambiguities will not be construed against the drafter.

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