Business Services Carpentry Ltd

Business Services Agreement

This Business Services Agreement ("Agreement") is entered into as of by and between Contractor Name: Business Services Carpentry Ltd, a provider of carpentry and related contracting services, and Client Name: .

WHEREAS

WHEREAS, Contractor is engaged in the business of performing professional carpentry, joinery, and associated site services and possesses the skill, experience, tools and personnel necessary to provide such services in a workmanlike manner;

WHEREAS, Client desires to retain Contractor to perform the services described in this Agreement at the property located at: (the "Site"), and Contractor is willing to provide such services under the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Contractor shall furnish all labor, materials, equipment, supervision and services necessary to complete the work described below in a professional and workmanlike manner, in accordance with industry standards, applicable codes, and permits required by local authorities.

Contractor shall obtain and maintain all required licenses and permits, shall coordinate inspections when required, and shall promptly notify Client of any unforeseen site conditions or changes affecting cost or schedule. All changes to the Scope of Work shall be documented as a written Change Order signed by both parties pursuant to Section 7.

2. Payment Terms

Invoices are payable within days of receipt unless otherwise agreed in writing. Unpaid amounts shall accrue interest at a rate of from the due date until paid. Client shall also be responsible for reasonable costs of collection, including attorneys' fees, for any amounts not paid when due.

Contractor will be reimbursed for documented, pre-approved out-of-pocket costs and special materials not included in the Total Contract Price. Reimbursable expense estimate:

3. Term and Termination

This Agreement shall commence on Start Date: and shall continue until completion of the Scope of Work or End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party. Either party may terminate for cause upon material breach if the breaching party fails to cure such breach within fourteen (14) days after receipt of written notice specifying the nature of the breach. Upon termination, Client shall pay Contractor for all work performed and for any unrecoverable commitments made prior to termination.

4. Confidentiality

"Confidential Information" means non-public business or technical information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to (a) hold Confidential Information in strict confidence, (b) use it only for performance under this Agreement, and (c) not disclose it to third parties except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly known through no wrongful act of the receiving party, is already known by the receiving party without restriction, or is rightfully received from a third party without restriction.

5. Warranties; Limitation of Liability; Indemnity

Contractor warrants that all services will be performed in a professional and workmanlike manner for a period of ninety (90) days from completion. This warranty does not cover defects resulting from misuse, abuse, normal wear and tear, or acts of third parties. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. CLIENT AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS CONTRACTOR FROM CLAIMS ARISING FROM CLIENT'S NEGLIGENCE OR WILLFUL MISCONDUCT.

6. Change Orders

Any change to the Scope of Work, price or schedule shall be executed only by a written Change Order signed by authorized representatives of both parties. Change Orders shall set forth adjustments to price and schedule as applicable and shall become part of this Agreement.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

8. Entire Agreement

This Agreement, including any exhibits and Change Orders executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

9. Notices

Notices under this Agreement shall be in writing and delivered to the addresses above by hand, certified mail, or courier and shall be effective upon receipt.

10. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party except that Contractor may assign to an affiliate or successor in interest. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have had the opportunity to seek independent legal advice and that any ambiguity in this Agreement shall not be construed against either party as drafter.

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