Business Pylon Agreement

BUSINESS PYLON AGREEMENT

Effective Date:

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of designing, fabricating, permitting, installing and maintaining commercial pylon signs and related structures; and

WHEREAS, Client is the owner or authorized occupant of the real property located at and desires to contract with Service Provider for the provision and installation of a pylon sign;

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will perform the work and Client will compensate Service Provider.

Scope of Work

Service Provider shall perform the work described below in a professional and workmanlike manner in accordance with applicable codes, regulations and good industry practice. Detailed scope:

Payment Terms

Total Contract Price: $ (exclusive of applicable taxes and permit fees unless otherwise stated).

Final payment shall be due upon completion and final inspection, subject to Client's right to withhold reasonable amounts for correction of defects. Invoices not paid within days of invoice date shall incur a late fee of % per month on the unpaid balance, plus any collection costs and reasonable attorneys' fees.

Client shall reimburse Service Provider for all permit, inspection and utility relocation fees required for the work, unless otherwise specified in writing.

Term and Termination

Commencement Date: . Anticipated Completion Date: .

This Agreement shall continue in effect until completion of the work and final payment unless earlier terminated. Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice; in such event, Service Provider shall be entitled to payment for work performed and reasonable demobilization costs.

Confidentiality

Each party agrees that all non-public information disclosed by the other party in connection with this Agreement, including plans, engineering data, cost proposals and proprietary methods, shall be kept confidential and used solely for performance under this Agreement. Confidential information shall not include information which is or becomes publicly available through no fault of the receiving party or is independently developed. The confidentiality obligations shall survive termination of this Agreement for a period of years.

Insurance and Indemnity

Service Provider shall maintain commercial general liability insurance, workers' compensation and automobile liability insurance in amounts customary for the industry and shall name Client as an additional insured with respect to the services performed. Service Provider shall indemnify, defend and hold harmless Client from and against claims, damages and liabilities arising out of Service Provider's negligent performance, except to the extent caused by Client's negligence or willful misconduct.

Governing Law

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.

Entire Agreement

This Agreement, together with any exhibits, attachments and written change orders executed by both parties, 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 modification shall be effective unless in a writing signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon personal delivery, courier receipt, or three business days after deposit with the United States postal service (certified mail).

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. The parties acknowledge they have had the opportunity to consult counsel of their choice before executing this Agreement.

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