Business Services FastSigns

Business Services Agreement — FastSigns

Parties and Recitals

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS, Client requires design, manufacture, and installation of signage and related business services described herein; and

WHEREAS, Provider is engaged in the business of producing, fabricating, and installing commercial signage and represents that it has the skill, personnel, and equipment necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services for Client.

Scope of Work

Provider shall furnish all labor, materials, equipment, permits, and supervision necessary to perform the scope of work described below. Provider will perform work in a professional and workmanlike manner consistent with industry standards. Any deviations from the agreed specifications shall be documented in a written change order signed by both parties prior to implementation.

Payment Terms

Client agrees to pay Provider for the performance of the Scope of Work the Total Contract Price and in accordance with the schedule set forth below. All amounts are stated in U.S. dollars unless otherwise indicated.

Overdue amounts shall bear interest at the rate set forth above, calculated monthly and compounded monthly, plus Provider's reasonable costs of collection, including attorneys' fees, to the extent permitted by law. Provider may, after providing written notice, suspend performance if Client fails to pay undisputed sums when due.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and materials purchased through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall treat as confidential all non-public business, technical, pricing, and design information disclosed by the other party (the "Disclosing Party") in connection with this Agreement. The Receiving Party shall not use or disclose such Confidential Information except to perform its obligations under this Agreement or as required by law. Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement. Confidential Information does not include information that is (a) publicly available through no fault of the Receiving Party, (b) rightfully received from a third party free to disclose it, or (c) independently developed without use of the Disclosing Party's Confidential Information.

Warranties; Limitation of Liability

Provider warrants that services will be performed in a professional manner and materials will be of commercially reasonable quality for a period of ninety (90) days from acceptance. Client's sole and exclusive remedy and Provider's sole obligation for breach of the foregoing warranty shall be re-performance of nonconforming services or replacement of nonconforming materials, at Provider's option. EXCEPT FOR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

Change Orders and Acceptance

Any change to the Scope of Work, schedule, or price shall be made only by a written change order signed by both parties. Acceptance of delivered signage shall occur upon Client's written acceptance or, if Client fails to provide written acceptance within ten (10) days following Provider's notice of completion, acceptance shall be deemed granted.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any litigation arising out of this Agreement shall be in the state or federal courts located in the county in which Provider has its principal place of business, and the parties consent to personal jurisdiction in such courts.

Entire Agreement; Amendment

This Agreement, together with any exhibits and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the contact information below by certified mail, courier, or email to the addresses provided. Notice is effective upon receipt.

General Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in interest. The parties acknowledge that they have had the opportunity to review this Agreement with counsel and that this Agreement shall be binding upon and inure to the benefit of their respective successors and permitted assigns.

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