Business Monuments Template

BUSINESS MONUMENTS AGREEMENT

This Business Monuments Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client engages in the design, purchase, installation, or maintenance of monument signage, markers, or commemorative fixtures (collectively, Business Monuments) and desires Contractor's professional services to produce and install certain monuments in accordance with the terms of this Agreement.

WHEREAS, Contractor represents that Contractor has the expertise, personnel, equipment and licensing necessary to perform the work described herein and warrants that all work shall conform to industry standards and applicable municipal or site-specific requirements.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Invoices shall be issued in accordance with the Payment Schedule and are due within days of invoice. Late payments shall accrue interest at (or the maximum rate permitted by law). Client shall be responsible for reasonable collection costs, including attorneys' fees, for delinquent accounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receiving written notice of the breach. Termination shall not relieve Client of payment obligations for work performed and materials delivered prior to termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party 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 ("Confidential Information"). Confidential Information shall not include information that is (a) publicly available through no fault of the receiving party, (b) rightfully received from a third party without breach of any obligation of confidentiality, or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for performance of this Agreement and shall not disclose Confidential Information except to employees, agents, subcontractors or affiliates with a need to know who are bound by confidentiality obligations at least as restrictive as those contained herein. Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information as instructed by the disclosing party.

CHANGES AND CHANGE ORDERS

Any changes to the Scope of Work shall be made only by written Change Order signed by authorized representatives of both parties. A Change Order shall describe the change, any adjustment to the Contract Amount, and any modification to the schedule. Contractor shall not be obligated to perform changes without a signed Change Order.

WARRANTIES AND LIMITATION OF LIABILITY

Contractor warrants that materials furnished will be of good quality and that installation will be performed in a professional manner consistent with industry standards. Contractor's sole obligation under this warranty shall be to repair or replace, at Contractor's option, defects reported within one year from completion. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT 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 conflicts of law.

ENTIRE AGREEMENT

This Agreement, including any fully 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 or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

NOTICES

ADDITIONAL PROVISIONS

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