Business Walls Document

BUSINESS WALLS DOCUMENT

Effective Date:

Parties

Recitals

WHEREAS, Owner represents that it owns or controls the real property and interior/exterior surfaces described as: (the "Premises"); and

WHEREAS, Contractor is duly licensed and experienced in the installation, finishing, alteration, maintenance or preparation of business walls for purposes including but not limited to tenant build-outs, signage mounting, murals, or protective surfaces (collectively, "Work"); and

WHEREAS, Owner desires to engage Contractor, and Contractor agrees to perform the Work on the terms and conditions set forth in this Business Walls Document.

Scope of Work

The Contractor shall perform the Work described below. The Work shall include all labor, materials, equipment, permits, coordination, and cleanup required to complete the described operations in a professional manner in accordance with industry standards.

Payment Terms

Total Contract Price: $ (USD). This amount is exclusive of any taxes for which Owner is responsible.

Final Payment Due: upon substantial completion of the Work and Owner's acceptance, subject to any agreed punchlist.

Late Payment: Unpaid amounts shall bear interest at per month (or the maximum allowed by law), or a late fee of $, whichever is greater, commencing fifteen (15) days after invoice due date.

Term and Termination

Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any provision and fails to cure within days after receipt of notice. Either party may terminate without cause upon days' prior written notice. Upon termination Contractor shall be paid for Work performed to the date of termination, less any setoffs permitted under this Agreement.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any proprietary, technical, or business information of the other party (the "Disclosing Party") that is designated as confidential or which reasonably should be understood to be confidential ("Confidential Information"), except as required to perform the Work or as compelled by law. Confidential Information does not include information that: (i) was publicly known at the time of disclosure; (ii) becomes publicly known through no fault of the Receiving Party; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use no less than reasonable care to protect Confidential Information and shall restrict access to employees, agents, or subcontractors having a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for so long as they qualify as trade secrets.

Insurance, Warranties and Indemnity

Contractor shall maintain commercial general liability insurance, workers' compensation, and automobile liability insurance as required by law and by Owner's reasonable insurance requirements. Contractor warrants that Work shall be free from defects in workmanship for a period of months from completion. Owner's remedy for breach of the warranty shall be limited to repair or replacement of defective Work at Contractor's expense, or, if repair is impracticable, a refund of a reasonable portion of the Contract Price.

Each party shall indemnify, defend and hold harmless the other party from and against claims arising out of the indemnifying party's negligence or willful misconduct in performing its obligations under this Agreement, subject to applicable law and any deductible or insurance limits.

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.

Entire Agreement and Amendments

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

Miscellaneous Provisions

Relationship of Parties: Contractor is an independent contractor and not an employee or agent of Owner. Contractor shall be responsible for all taxes, withholdings and benefits for its employees.

Notices: All notices shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as a party designates by written notice.

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