Business Signs Agreement

BUSINESS SIGNS AGREEMENT

Parties and Effective Date

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

WHEREAS

WHEREAS, Contractor is engaged in the business of fabricating, supplying, installing and maintaining commercial signage and possesses the skill, personnel and equipment required to perform such services; and

WHEREAS, Owner desires to procure the design, manufacture, installation and maintenance of signs for Owner's premises located at (the Premises) and Contractor agrees to provide such services subject to the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to set forth the respective rights and obligations concerning design, installation, maintenance, ownership, and removal of the signs.

Scope of Work

Contractor shall perform the work described below in a professional manner in accordance with applicable codes and industry standards. The Scope of Work shall include design, permitting assistance, fabrication, installation, testing, and any agreed maintenance.

Payment Terms

Payments are due as provided above. Owner's failure to make payments when due shall entitle Contractor to suspend work, remove materials from the Premises, or pursue other remedies allowed by law after providing any required notice.

Term and Termination

This Agreement shall commence on and remain in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Permits, Compliance and Maintenance

Contractor shall, at Contractor's expense unless otherwise agreed, obtain all necessary permits and approvals required for fabrication and installation. Owner shall cooperate in providing access and in obtaining any property-owner consents necessary for installation. Routine maintenance responsibilities shall be as set forth in the Scope of Work; any additional maintenance shall be charged pursuant to Contractor's standard rates unless otherwise agreed in writing.

Confidentiality

Each party (Recipient) shall hold in confidence all proprietary or non-public information disclosed by the other party (Discloser) relating to pricing, designs, drawings, technical data, business operations or customer information ("Confidential Information"). Recipient shall not disclose Confidential Information to third parties except to those employees, contractors or affiliates with a need to know and who are bound to confidentiality obligations no less protective than those herein. Confidential Information shall not include information that (i) is or becomes public through no breach by Recipient, (ii) is lawfully received from a third party without restriction, or (iii) is independently developed by Recipient. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

Insurance and Indemnification

Contractor shall maintain commercial general liability insurance and worker's compensation as required by applicable law and provide proof of insurance upon Owner's request. Contractor shall indemnify and hold Owner harmless from claims arising out of Contractor's negligent performance, except to the extent caused by Owner's negligence or willful misconduct. Owner shall indemnify Contractor for claims arising from Owner-supplied materials or Owner's acts or omissions.

Warranties and Acceptance

Contractor warrants that signs will be free from material defects in workmanship for a period of months from date of final acceptance. Except as expressly stated in this Agreement, Contractor disclaims all other warranties, express or implied. Final acceptance shall occur upon Owner's written confirmation of satisfactory installation or, if Owner fails to provide written objection within 10 days following completion, acceptance shall be deemed to have occurred.

Governing Law; Dispute Resolution

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. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiations fail, the parties may pursue any remedy available at law or in equity.

Entire Agreement

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior oral or written communications, representations, or agreements. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice.

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