Business Shades Document

BUSINESS SHADES AGREEMENT

This Business Shades Agreement ("Agreement") is made effective as of by and between:

Supplier Name:   Address:

Client Name:   Address:

RECITALS

WHEREAS, Supplier is engaged in the business of manufacturing, supplying, and installing commercial window shades, blinds, and related hardware; and

WHEREAS, Client desires to procure and have installed certain window shading products and related services at the Client premises identified above, and Supplier is willing to provide such products and services under the terms and conditions set forth in this Agreement.

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

SCOPE OF WORK

Supplier shall perform all work in a professional and workmanlike manner consistent with industry standards. All materials supplied shall be new and free from defects in materials and workmanship under normal use for a period described in the warranty clause below.

PAYMENT TERMS

All amounts are payable in U.S. dollars. Invoices are due net days from invoice date unless otherwise agreed in writing.

Late payments shall bear interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law. In addition, a late payment administrative fee of USD may be assessed for each delinquent invoice.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Client may terminate for convenience upon days' prior written notice; in such event Client shall pay Supplier for all work performed and materials ordered up to the effective date of termination plus any reasonable demobilization costs.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose or use any Proprietary Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Proprietary Information" includes pricing, product specifications, designs, technical information, business plans, and customer information, whether disclosed orally, in writing or electronically, and marked or identified as confidential or which should reasonably be understood to be confidential.

Confidential obligations shall not apply to information that: (a) is or becomes public other than by breach of this Agreement; (b) is known to the Receiving Party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Proprietary Information. The obligations of confidentiality shall survive termination of this Agreement for years.

WARRANTY

Supplier warrants that materials supplied under this Agreement shall be free from defects in material and workmanship for a period of months from substantial completion. Supplier's sole obligation under this warranty shall be, at Supplier's option, to repair or replace defective items or refund the proportionate price paid for such items. This warranty does not cover damage resulting from misuse, neglect, alteration, or normal wear and tear.

LIMITATION OF LIABILITY

Except for liability resulting from Supplier's gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Supplier's aggregate liability arising out of or related to this Agreement shall not exceed the total amounts paid by Client to Supplier under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be brought exclusively in the state or federal courts located within that State.

ENTIRE AGREEMENT

This Agreement, including all attachments and exhibits explicitly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by 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 either party may designate in writing. Notices shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier.

ADDITIONAL TERMS

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