Business Services Primary Built-ins

Business Services Primary Built-ins

THIS BUSINESS SERVICES AGREEMENT (the Agreement) is made effective as of the date of last signature below by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS, Client requires design, fabrication, and installation of primary built-in fixtures and related services for Client's business premises located at ; and

WHEREAS, Provider represents that it has the experience, personnel, equipment, and insurance necessary to perform the work described in this Agreement and agrees to perform such work under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows:

Scope of Work

Provider shall perform the services necessary to design, fabricate, deliver and install primary built-in fixtures and associated work (the Services) including, but not limited to, cabinetry, shelving, built-in counters, finishing, and coordination with trades.

Payment Terms

Contract Amount: $

Invoices are payable within days of invoice receipt. Overdue amounts shall accrue interest at per month (or the maximum permitted by law), and Client shall be responsible for reasonable collection costs and attorneys' fees associated with collection.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may also terminate for convenience upon providing days' prior written notice. Upon termination, Client shall pay Provider for all Services performed and materials procured through the effective date of termination in accordance with agreed payment terms.

Change Orders

Any change to the Scope of Work shall be made only by a written change order signed by both parties setting forth the change in scope, any adjustment to the Contract Amount, and any adjustment to the schedule. Provider shall not be required to perform out-of-scope work without an executed change order.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other relating to business operations, specifications, designs, pricing, trade secrets, or other proprietary matters. Each receiving party shall: (a) hold such Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound to confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that is (i) rightfully known to the receiving party prior to disclosure, (ii) becomes publicly available through no breach hereof, (iii) rightfully received from a third party without restriction, or (iv) independently developed without use of the disclosing party's Confidential Information. The parties acknowledge that a breach of this section may cause irreparable harm and that injunctive relief may be appropriate in addition to other remedies.

Insurance and Warranties

Provider shall maintain commercial general liability insurance and workers' compensation in amounts customary for the industry and shall provide certificates of insurance upon reasonable request. Provider warrants that materials and workmanship furnished under this Agreement shall be free from defects for a period of . Remedies for breach of warranty are limited to repair or replacement of defective work at Provider's expense, provided that Client notifies Provider in writing of any claimed defects within the warranty period.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws principles. The parties shall first attempt to resolve disputes by negotiation between senior representatives. If the dispute is not resolved within 30 days of written notice, the parties agree to submit the dispute to binding arbitration administered in accordance with commercially reasonable arbitration procedures selected by the parties.

Entire Agreement and Amendments

This Agreement, including any exhibits or executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, proposals, and agreements, whether written or oral. No amendment to this Agreement shall be effective unless in writing and 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 shall be deemed given upon personal delivery, three days after deposit with the postal service, or upon confirmed electronic transmission.

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