Construction Drywall CEA

CONSTRUCTION DRYWALL CONTRACTOR ENGAGEMENT AGREEMENT

This Construction Drywall Contractor Engagement Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: . Client and Contractor are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client is undertaking construction improvements at Project Location: (the "Project");

WHEREAS, Contractor represents that it is qualified and experienced in providing commercial drywall and interior framing services and agrees to furnish labor, materials and supervision to perform the drywall scope described herein; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Contractor will perform the work and Client will compensate Contractor.

SCOPE OF WORK

Contractor shall perform drywall, metal framing, tape and finish, and related interior work as further detailed in the Project plans and the scope description below. Contractor shall provide all labor, materials, equipment, permits and cleanup necessary to complete the Work in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Contract Price (Total): $ . Unless otherwise agreed in a signed change order, the Contract Price is full compensation for the performance of the Work.

Retainage (if any): . Payment requests must be accompanied by lien waivers and documented invoices acceptable to Client.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at per month or the maximum rate allowed by law, whichever is less, plus all costs of collection.

TERM AND TERMINATION

Term Commencement Date: . Estimated Substantial Completion Date: . Time is of the essence for performance under this Agreement.

Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing days' prior written notice. Termination payments will be made for Work performed and documented costs incurred prior to termination, less set-offs.

Termination for Cause: Either Party may terminate for material breach if the breaching Party fails to cure such breach within days after written notice. Remedies for termination for cause include suspension, cure, and recovery of damages.

CHANGE ORDERS

All changes to the Scope of Work shall be made only by written Change Order signed by both Parties, specifying the change in Work, any resulting adjustment to the Contract Price, and any extension of the schedule. Verbal directives are not binding unless subsequently reduced to a signed Change Order.

CONFIDENTIALITY

Each Party shall keep confidential all proprietary information, trade secrets, cost proposals, designs, drawings and other non-public information disclosed by the other Party in connection with the Project. Confidential information shall not include information that is or becomes generally available to the public through no fault of the receiving Party, or is required to be disclosed by law. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

INSURANCE, INDEMNITY AND WARRANTY

Contractor shall maintain, at its expense, commercial general liability, workers' compensation, and automobile liability insurance in amounts customary for the trade and sufficient to protect Client from claims arising from Contractor's operations. Contractor shall name Client as an additional insured on applicable policies and shall provide certificates of insurance upon request.

Indemnity: Contractor shall indemnify, defend and hold Client harmless from and against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Contractor's negligent performance, breach of this Agreement, or willful misconduct, except to the extent caused by Client's negligence or willful misconduct.

Warranty: Contractor warrants that materials and workmanship furnished under this Agreement shall be free from defects for a period of months from Substantial Completion, subject to normal wear and tear and exclusions for damages caused by others.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any legal action arising out of this Agreement shall be brought in the state or federal courts located within that State.

ENTIRE AGREEMENT

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

NOTICES

MISCELLANEOUS

Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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