Business Selections and Colors Addendum

BUSINESS SELECTIONS AND COLORS ADDENDUM

This Business Selections and Colors Addendum (the Addendum) is made effective as of by and between Client Name: and Vendor Name: .

RECITALS

WHEREAS, the parties entered into a primary agreement titled dated (the Agreement); and

WHEREAS, the parties desire to establish and document the specific selections, colors, finishes and associated responsibilities that will govern procurement, ordering, installation and final approval for the Project identified as .

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows.

SCOPE OF WORK

SELECTIONS AND COLORS

General instructions:

All selections below identify manufacturer, product/code, color name/code, finish, approved sample status and any monetary allowance. The Vendor is responsible to order only after Client's written approval of samples and sample documentation is retained.

Sample approved: Yes    Sample received date:    Allowance (if applicable):

Sample approved: Yes    Sample received date:    Additional cost:

Sample approved: Yes    Sample received date:

CHANGE ORDERS / VARIATIONS

Any change to the selections, colors or finishes set forth in this Addendum must be made in a written Change Order signed by both parties. The party requesting a change shall be responsible for any additional costs, lead-time impacts, and shipping or restocking charges resulting from the change unless expressly allocated otherwise in the signed Change Order.

PAYMENT TERMS

All costs associated with selections set forth in this Addendum shall be billed as follows:

Balance due on or before . Payments shall be made to:

Late payments will accrue interest at on overdue amounts, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

This Addendum shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with the Agreement. Either party may terminate this Addendum for material breach if the breaching party fails to cure within days after written notice.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed in connection with the selections and colors described in this Addendum. Confidential information includes sample specifications, proprietary color formulas, supplier pricing and tender documents. Confidential information shall not be disclosed to third parties except to those employees, subcontractors or suppliers who have a need to know and who are bound by confidentiality obligations no less stringent than those set forth herein. This obligation shall survive termination of the Addendum for a period of three (3) years.

GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

ENTIRE AGREEMENT

This Addendum, together with the Agreement and any executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. In the event of any conflict between this Addendum and the Agreement, the terms of this Addendum shall control solely with respect to selections and color matters addressed herein.

ACKNOWLEDGMENTS

The Client acknowledges that natural variation in color and finish may occur between samples, mock-ups and final production runs. The Client further acknowledges that lead times for special-order colors or finishes may extend project schedules and agrees that the Vendor shall not be liable for delay claims arising solely from manufacturer lead-time changes when Client-approved samples or change orders precipitate such lead-time.

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