Business Wall Document

BUSINESS WALL AGREEMENT

This Business Wall Agreement (the Agreement) is entered into as of between:

Wall Owner Name:

Service Provider Name:

WHEREAS

WHEREAS, Wall Owner owns or controls the exterior/interior wall located at (the Wall) and desires to permit the installation, display, or maintenance of artwork, signage, or other graphic content on that Wall; and

WHEREAS, Service Provider is engaged in the business of providing design, fabrication, installation, or artistic services and has represented the ability to perform the Work described herein under the terms set forth; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the parties agree as follows:

SCOPE OF WORK

The Service Provider shall perform the Work in a professional manner, comply with accepted industry standards, obtain any required permits, and coordinate with Wall Owner for access and scheduling. The Service Provider shall provide a project timeline attached as Exhibit A and shall promptly notify Wall Owner of any material deviations.

PAYMENT TERMS

Late Payment: If any amount due is not paid within days after the due date, a late fee of per month (or the maximum permitted by law) shall accrue on the overdue balance until paid in full.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period set forth above. Wall Owner may terminate if Service Provider fails to obtain required permits, fails to commence work on the agreed start date, or creates a condition materially endangering property or persons. Service Provider may terminate if access to the Wall is unreasonably withheld for a period that prevents performance.

CONFIDENTIALITY

Each party (the Receiving Party) shall treat as confidential all non-public information of the other party (the Disclosing Party) disclosed in connection with this Agreement, including technical specifications, pricing, business terms, and proprietary designs. Confidential information shall not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was lawfully in the Receiving Party's possession prior to disclosure, or (iii) is independently developed without use of the Disclosing Party's confidential information. The Receiving Party shall not disclose Confidential Information except to employees, contractors or agents with a need to know who are bound to confidentiality obligations at least as protective as those herein.

INTELLECTUAL PROPERTY AND RIGHTS

Ownership of Artwork: The parties hereby agree to select one of the following ownership arrangements by initialing or checking the applicable box and executing below. If neither box is selected, the default shall be that Service Provider retains ownership and grants Wall Owner a license as described below.

Wall Owner receives full ownership of the final artwork upon final payment, and Service Provider assigns all copyright and related moral rights to Wall Owner to the extent assignable by law.

Service Provider retains copyright and grants Wall Owner a perpetual, non-exclusive, royalty-free license to display, photograph, and use images of the artwork for promotional and commercial purposes related to the Wall.

Regardless of ownership, Service Provider warrants it has the authority to use any third-party materials incorporated into the Work and will secure all necessary permissions and releases prior to incorporation.

INSURANCE, INDEMNITY, AND MAINTENANCE

Service Provider shall maintain commercial general liability insurance with limits not less than $1,000,000 per occurrence and shall provide proof of insurance upon request. Service Provider shall indemnify and hold harmless Wall Owner against claims, liabilities, losses or expenses arising from Service Provider's negligent acts or omissions, breach of warranties, or failure to obtain required permits.

Maintenance: Unless otherwise agreed in writing, Wall Owner is responsible for routine maintenance and repairs to the Wall and surrounding structure. Service Provider shall provide a written maintenance schedule and recommended materials for preservation; any additional maintenance performed by Service Provider shall be compensated at the rates set forth in a separate work order.

COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, codes, ordinances, and permit requirements. Service Provider shall secure any permits, approvals, or inspections required for the performance of the Work and shall pay any associated fees unless otherwise agreed in writing.

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 law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements. No amendment or modification shall be effective unless in writing and signed by both parties.

NOTICES

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