Conservatory Services Contract

Conservatory Services Contract

This Conservatory Services Contract (the Agreement) is made effective as of by and between:

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client operates or owns a conservatory and desires professional services for the maintenance, repair, improvement, and seasonal preparation of glass, framing, glazing, plant benches, and related systems (the Conservatory); and

WHEREAS, Service Provider represents that it possesses the necessary skills, licensing, equipment, and personnel to perform conservatory services in a safe and workmanlike manner; and

WHEREAS, the parties wish to set forth the terms under which Service Provider will perform such services.

Scope of Work

Service Provider shall perform the services described below and any ancillary tasks reasonably required to complete the work. Specific tasks, deliverables, and performance standards will include, at minimum:

Payment Terms

Total Contract Amount:

Invoice Terms: Payment is due within days of invoice date. Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, a late fee of will apply to overdue invoices.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Immediate termination for cause is permitted where the other party materially breaches any obligation and fails to cure such breach within 10 days of written notice. Termination shall not relieve Client of its obligation to pay for work performed and materials ordered prior to the effective date of termination.

Confidentiality

Each party shall maintain in confidence any non-public information disclosed by the other party in connection with this Agreement, including business practices, conservatory plans, plant inventories, customer lists, and pricing (Confidential Information). Confidential Information shall not include information that is or becomes publicly available through no fault of the recipient, is rightfully received from a third party without restriction, or is independently developed. The receiving party shall use Confidential Information solely to perform its obligations hereunder and shall not disclose it to any third party except to employees, contractors or professional advisors who need to know and who are bound by similar confidentiality obligations. These confidentiality obligations shall survive termination of this Agreement for a period of three years.

Insurance; Compliance

Service Provider shall maintain, at its expense, commercial general liability insurance and workers' compensation as required by law and shall provide certificates of insurance upon request. Service Provider shall comply with all applicable laws, regulations, and safety standards while performing work at the conservatory.

Indemnification and Limitation of Liability

Service Provider shall indemnify and hold harmless Client and its officers, directors, and employees from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the negligence or willful misconduct of Service Provider in performing the services. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by final and binding arbitration in the county where the conservatory is located, and judgment upon the award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, representations, or agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties confirm that they have read, understand, and agree to be bound by the terms of this Agreement and authorize the commencement of work in accordance with the Scope of Work and Payment Terms set forth herein.

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