Construction Builders Agreement

CONSTRUCTION BUILDERS AGREEMENT

This Construction Builders Agreement (the Agreement) is entered into by and between:

RECITALS

WHEREAS, Owner desires that certain construction, improvements and related services be performed at the project location commonly known as (the Project); and

WHEREAS, Contractor represents that Contractor is duly licensed, experienced and qualified to perform construction and related services and is willing to perform such services for Owner in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Project.

1. SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment and supervision and shall perform all work necessary to complete the Project in accordance with the plans, specifications and other Contract Documents. Contractor's obligations include, without limitation, compliance with all applicable building codes, ordinances and permits unless otherwise specified herein.

2. PAYMENT TERMS

The Owner shall pay Contractor for the performance of the Work the total contract price of (Contract Price), subject to additions and deductions for approved Change Orders.

Retainage: Owner may withhold retainage in the amount of % of each progress payment until Final Completion, except as otherwise agreed in writing.

Payment due within days of receipt of a proper invoice unless otherwise agreed. Late payments shall bear interest at the rate of % per month (or the maximum lawful rate) and the Owner shall be responsible for reasonable collection costs, including attorneys' fees.

3. CHANGES AND CHANGE ORDERS

All changes to the Scope of Work shall be executed only by written Change Order signed by both Owner and Contractor. No oral change shall be binding. Each Change Order shall specify change in scope, any adjustment to the Contract Price, and any adjustment to the Contract Time.

4. TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date of and continue until Final Completion anticipated on or before , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Owner may terminate for convenience upon providing days' written notice; in such event Contractor shall be entitled to payment for Work properly performed and reasonable demobilization costs.

5. PERMITS, LAWS AND RESPONSIBILITIES

Contractor shall obtain, at Contractor's expense unless otherwise agreed in writing, all contractor-required permits, licenses and approvals necessary to perform the Work. Contractor shall comply with all applicable laws, codes and regulations. Owner shall be responsible for any fees or approvals expressly designated in the Contract Documents as Owner responsibilities.

6. INSURANCE AND INDEMNITY

Contractor shall maintain commercial general liability insurance, automobile liability and workers' compensation as required by law and as reasonably sufficient for the size and scope of the Project. Contractor shall indemnify, defend and hold harmless Owner from and against claims, damages, losses and expenses, including reasonable attorneys' fees, arising out of Contractor's performance of the Work to the extent caused by Contractor's negligent acts or omissions.

7. WARRANTIES

Contractor warrants that materials and workmanship furnished under this Agreement will be free from defects for a period of months from Final Completion. This warranty is in addition to, and not a limitation of, any manufacturer warranties.

8. CONFIDENTIALITY

Each party shall keep confidential all non-public information obtained from the other party in connection with the Project and shall not disclose such information to third parties except as required by law or to perform the Work. Confidential information does not include information that is or becomes publicly known through no wrongful act of the receiving party.

9. DISPUTE RESOLUTION; GOVERNING LAW

The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation. If negotiation fails, the parties shall proceed to non-binding mediation. If mediation does not resolve the dispute, the dispute shall be resolved by binding arbitration administered in accordance with the parties' selected arbitration procedures, with judgment on the award rendered by the arbitrator(s) enforceable in any court of competent jurisdiction.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of , without regard to conflict of laws principles.

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Contract Documents incorporated herein by reference, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to a successor in interest to the entire business and assets of the assigning party.

Notices: Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth herein or to such other address as a party may specify by written notice.

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