Business Sign Commerce

BUSINESS SIGN COMMERCE AGREEMENT

This Business Sign Commerce Agreement ("Agreement") is entered into between:

Client Name:     Client Entity Type: Individual LLC Corporation

Provider Name:     Provider Entity Type: Individual LLC Corporation

WHEREAS

WHEREAS, Client operates a commercial business and desires the design, manufacture, installation and maintenance of exterior and/or interior signage, wayfinding and related commerce signage services (collectively, "Signs") for Client's business locations; and

WHEREAS, Provider is in the business of producing, installing and servicing commercial signage and represents that Provider has the experience, personnel and equipment to perform such services in accordance with applicable law and industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will deliver the Signs and related services to Client.

SCOPE OF WORK

Provider will perform the services described below in accordance with the specifications, drawings and timelines agreed by the parties. Provider shall obtain any permits or approvals expressly identified in the Scope only to the extent the parties allocate that responsibility to Provider in writing.

PAYMENT TERMS

Total Contract Amount: $

Billing and Invoicing: Provider will submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoiced amounts within days of receipt of invoice.

Late Payment: Overdue amounts shall accrue interest at % per month (or the maximum permitted by law), plus reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective termination date. Termination shall not relieve Client of its obligation to pay for work performed and materials purchased prior to termination.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including pricing, business plans, proprietary designs, trade secrets and customer lists.

Obligations: Receiving party shall (i) use Confidential Information solely for performance of this Agreement, (ii) restrict disclosure to employees, contractors or agents who need to know and are bound by confidentiality obligations, and (iii) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public without breach; (b) was known to receiving party prior to disclosure; (c) is received from a third party rightfully and without restriction; or (d) is independently developed without use of Confidential Information.

Duration: The confidentiality obligations in this section survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected for as long as such information qualifies as a trade secret under applicable law.

NOTICES

INTELLECTUAL PROPERTY AND LICENSES

Ownership: Client retains ownership of Client-supplied artwork, logos and trademarks. Provider retains ownership of Provider's pre-existing designs, tools and processes. Unless otherwise agreed in writing, Client owns final sign artwork created specifically for Client upon full payment of amounts due.

License: Client grants Provider a limited, non-exclusive license to reproduce Client-supplied marks solely to perform the services under this Agreement. Provider grants Client a non-exclusive license to use Provider-owned templates incorporated into final deliverables to the extent necessary for Client's use of the Signs.

WARRANTIES AND LIMITATIONS

Provider warrants that the services will be performed in a professional manner consistent with industry standards. Except for this express warranty, Provider disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special or punitive damages. Provider's aggregate liability for any claim arising under this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

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.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved within forty-five (45) days, disputes may be submitted to binding arbitration upon mutual agreement or to a court of competent jurisdiction in the governing state if arbitration is not mutually agreed.

ENTIRE AGREEMENT

Integration: This Agreement, including any exhibits, schedules and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written.

Amendments: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a financing or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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