Business Services Granite

Business Services Agreement — Granite

Effective Date:

Parties

Recitals

WHEREAS, Provider is engaged in the business of supplying, fabricating and installing natural and engineered granite, and possesses the necessary expertise, labor, equipment and licenses to perform such services; and

WHEREAS, Client desires to retain Provider to perform granite services for the Project described below in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Provider agrees to perform the services and Client agrees to compensate Provider under the terms of this Agreement.

Scope of Work

Provider shall furnish all labor, materials, equipment and supervision necessary to perform the work described below (the "Services"). The Services shall be performed in a professional manner consistent with industry standards for granite fabrication and installation.

Payment Terms

Client shall pay Provider the Total Contract Price in accordance with the schedule and terms below. All sums are stated in U.S. dollars unless otherwise agreed in writing.

Invoices are due within days of invoice date. Late payments shall accrue interest at the rate of % per month, or the maximum permitted by law, whichever is lower. Provider may suspend Services for nonpayment following seven (7) days' written notice.

Term and Termination

This Agreement commences on the Effective Date and continues until completion of the Services or until , whichever occurs first, unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within ten (10) days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligation to pay for Services performed and costs incurred through the effective date of termination.

Confidentiality

Each party shall maintain in strict 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 excludes information that is (a) already known to the recipient without obligation of confidentiality; (b) publicly available through no fault of the recipient; (c) legitimately received from a third party without breach of any obligation of confidentiality; or (d) independently developed by the recipient without use of the disclosing party's Confidential Information.

A receiving party may disclose Confidential Information as required by law, provided the receiving party gives prompt notice to the disclosing party and cooperates in any lawful effort to limit disclosure. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing.

Insurance; Indemnification

Provider shall maintain commercial general liability and workers' compensation insurance as required by law and customary for the industry. Upon request, Provider shall furnish certificates of insurance. Provider shall indemnify and hold Client harmless from and against claims, liabilities and expenses arising from Provider's negligent acts or omissions in performing the Services, 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 conflict of law principles.

Entire Agreement; Amendments

This Agreement, including any exhibits, attachments and written purchase orders incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Relationship of Parties: Provider is an independent contractor. Neither party shall be deemed an agent, partner, or joint venturer of the other. Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or successor in connection with a sale of substantially all of Client's assets. Severability: If any provision is held invalid, the remainder of the Agreement shall remain in effect.

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