Club Store Preparation Form

CLUB STORE PREPARATION AGREEMENT AND PREPARATION FORM

This Club Store Preparation Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: . The parties agree as follows:

WHEREAS

WHEREAS, Client operates a club-format retail location requiring site preparation services, merchandising setup, and coordination of deliveries and signage in accordance with Client standards; and

WHEREAS, Contractor represents that it has the experience, personnel, and capacity to perform the required preparation services for the club store in a professional and timely manner; and

WHEREAS, the parties desire to set forth the scope, payment, schedule, confidentiality, and other terms governing the preparation work for the specified store location.

PROJECT IDENTIFICATION

SCOPE OF WORK

Contractor shall provide all labor, materials, supervision, equipment, permits, and temporary utilities necessary to complete Club Store preparation services, including but not limited to site inspection, floor layout and racking setup, merchandising fixtures installation, signage placement, electrical and lighting adjustments as required for displays, inventory staging and staging areas, staff orientation on store plan, safety compliance checks, final cleaning and punch-list remediation. Contractor shall perform work in accordance with Client standards and the milestone schedule set forth below.

SCHEDULE AND MILESTONES

Work shall commence on Start Date: and is estimated to be substantially complete by End Date: . The parties acknowledge that milestone adherence is material to Client operations.

PAYMENT TERMS

Client shall pay Contractor the Total Contract Amount set forth below in consideration for the work performed. All payments are subject to the terms below.

Payments are due Net days from invoice date unless otherwise specified. Late payments shall accrue a late fee of per month or a flat fee of , whichever is greater. Contractor may suspend work for invoices unpaid greater than days after written notice.

TERM AND TERMINATION

This Agreement commences on the Start Date and remains in effect until the End Date or until completion of the work and final acceptance, unless earlier terminated in accordance with this section. Either party may terminate for convenience upon written notice of days. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice specifying the breach. Upon termination, Client shall pay Contractor for all work performed and documented direct costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party the other party's Confidential Information. "Confidential Information" includes non-public plans, pricing, store layouts, customer information, and trade secrets disclosed in connection with performance under this Agreement. Confidentiality obligations survive for a period of three (3) years following termination, except for trade secrets which shall remain protected for the full duration permitted by law. Confidentiality obligations do not apply to information that (a) is or becomes publicly known through no fault of the receiving party, (b) is lawfully received from a third party without restriction, or (c) must be disclosed pursuant to a valid court order, provided the disclosing party is given prompt notice to seek protective relief.

INSURANCE, INDEMNIFICATION, AND COMPLIANCE

Contractor shall maintain commercial general liability insurance, workers' compensation, and automobile liability insurance in commercially reasonable amounts and provide certificates upon request. Contractor shall indemnify and hold harmless Client from claims, liabilities, losses, and expenses arising from Contractor's negligence or willful misconduct in performing the work. Contractor shall comply with all applicable laws, codes, regulations, and permit requirements necessary to perform the services.

ACCEPTANCE, WARRANTY, AND REMEDIES

Final acceptance shall occur after Client inspection and written confirmation that work complies with the agreed Scope of Work and agreed completion standard. Contractor warrants that all work will be free from defects in workmanship for a period of months from acceptance. Contractor shall promptly correct defects discovered during the warranty period at Contractor's expense. Remedies provided in this Agreement are cumulative and not exclusive.

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.

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits, and purchase orders 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. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

PREPARATION CHECKLIST & READINESS

The following items will be confirmed prior to commencement of on-site work. Contractor shall verify and initial completion of each applicable item.

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