Business Shelves Document

BUSINESS SHELVES AGREEMENT

This Business Shelves Agreement (the Agreement) is entered into effective as of by and between:

Client Name:

Supplier Name:

WHEREAS

WHEREAS, Client operates a business at and requires shelving products, installation and ongoing support for use in its operations; and

WHEREAS, Supplier is engaged in the manufacture, sale and installation of commercial shelving systems and represents that it has the necessary experience, personnel and licenses to perform the work described herein; and

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

SCOPE OF WORK

Supplier shall supply, deliver and install shelving units, fastenings and accessories in accordance with the specifications set forth in the Scope of Work. All materials supplied shall be new, of merchantable quality, fit for their intended use, and in compliance with applicable safety standards.

PAYMENT TERMS

Payments are due within days of invoice receipt unless otherwise stated. Client is responsible for any sales, use or other taxes arising from the transactions contemplated by this Agreement.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Supplier for all services performed and materials supplied through the effective date of termination, including any non-cancellable commitments made by Supplier in connection with the performance of this Agreement.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally or in writing, 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, including pricing, technical drawings, specifications and customer lists.

The Receiving Party shall: (a) maintain the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (b) not use the Confidential Information except as necessary to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information shall not include information that: (i) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (ii) is rightfully received by the Receiving Party from a third party without restriction; (iii) was already lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The confidentiality obligations survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Supplier agrees to indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Supplier's negligence or willful misconduct in the performance of the services. Client agrees to indemnify Supplier for claims arising from Client's misuse of the products or violation of applicable law.

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees 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 conflict of laws rules.

ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by notice. Any provision that, by its nature, should survive termination or expiration shall survive.

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