Commercial Exterior Agreement

COMMERCIAL EXTERIOR AGREEMENT

Parties and Project

Recitals

WHEREAS, Client desires to engage Contractor to perform exterior commercial construction, renovation, maintenance or repair work at the Project Location described above; and

WHEREAS, Contractor represents that it is licensed, insured, and qualified to perform the scope of work described in this Agreement and will perform such work in a good and workmanlike manner consistent with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Scope of Work

Contractor shall furnish all labor, materials, equipment, supervision and services necessary to complete the exterior work described below at the Project Location. The parties agree the general scope will include but is not limited to exterior cleaning, painting, façade repair, roofing work, flashing, waterproofing, exterior fixtures, and final cleanup as specified in the project documents.

2. Payment Terms

The total contract price shall be $ unless modified by written Change Order executed in accordance with this Agreement.

Deposit amount: $ . Final payment shall be due upon substantial completion and acceptance as set forth below.

Late payments shall accrue interest at the rate of on overdue amounts from the due date until paid. Client shall also reimburse Contractor for collection costs, including reasonable attorney fees.

3. Term and Termination

Work shall commence on or about and is estimated to reach substantial completion by .

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Contractor may suspend work for nonpayment after providing days' notice.

4. Change Orders

Any alteration, addition, or deletion to the Scope of Work shall be documented in a written Change Order signed by both Client and Contractor. Change Orders shall specify any adjustment to the contract price and the time for performance. Contractor shall not perform work outside the written Scope without an executed Change Order.

5. Insurance, Permits and Compliance

Contractor shall maintain at its expense commercial general liability insurance, workers' compensation, and automobile liability insurance in amounts customary for the industry and shall provide certificates of insurance upon request. Contractor shall obtain and pay for all permits and inspections required by applicable law unless otherwise agreed in writing.

6. Warranties and Acceptance

Contractor warrants that workmanship performed under this Agreement will be free from defects for a period of from substantial completion. Manufacturer warranties on materials shall be passed through to Client to the extent assignable. Acceptance of work shall occur after final inspection and issuance of a written acceptance certificate or upon Client's written acknowledgement of substantial completion.

7. Confidentiality

Each party shall maintain in confidence proprietary information disclosed by the other party in connection with this Agreement and shall not disclose such information to third parties without prior written consent, except as required by law. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party or that is independently developed without use of the disclosing party's confidential information.

8. Indemnification

Contractor shall indemnify, defend and hold Client and its agents harmless from and against claims, liabilities, losses and expenses, including reasonable attorneys' fees, to the extent caused by Contractor's negligent acts, omissions or willful misconduct in the performance of the Work. Client shall indemnify Contractor to the extent claims arise from Client's negligence or breach of this Agreement.

9. Liens

Contractor shall not permit any liens to be filed against the Project Location for labor or materials supplied. Upon request, Contractor shall provide lien waivers or releases for payments made.

10. Delay and Force Majeure

Contractor shall not be liable for delays caused by acts of God, severe weather, labor disputes, governmental actions, material shortages, or other causes beyond Contractor's reasonable control. Such events shall extend the contract time by the period of delay.

11. Governing Law and 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 first attempt to resolve disputes through good faith negotiations. If not resolved, disputes shall be resolved by litigation or arbitration as mutually agreed in writing.

12. Entire Agreement

This Agreement, including any attached exhibits and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, representations and agreements, whether written or oral. No amendment to this Agreement shall be binding unless in writing and signed by both parties.

13. Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth in this document or to such other address as a party may designate by written notice. Delivery may be by hand, certified mail, or commercial courier.

14. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing contained herein shall be construed to create a partnership, joint venture or employment relationship.

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