Construction Insulated Panels Template

CONSTRUCTION INSULATED PANELS AGREEMENT

THIS AGREEMENT is made and entered into as of (the Effective Date), by and between Client Name: , and Contractor Name: .

RECITALS

WHEREAS, Client requires the supply and installation of insulated panels for the project located at Project Address: (the Project); and

WHEREAS, Contractor represents that it possesses the requisite experience, personnel, equipment and licensing to furnish, deliver and install manufacture-specified insulated panels and related accessories in accordance with industry standards and applicable laws; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide insulated panels, accessories and installation services to Client.

SCOPE OF WORK

Contractor shall furnish labor, materials, equipment and supervision to manufacture, supply, deliver and install insulated panels and related components substantially as described below and in any attachments, shop drawings or approved change orders. Components shall conform to specified performance criteria, including thermal resistance, fire performance and structural capacity.

PANEL SPECIFICATIONS

DELIVERY, ACCEPTANCE AND WARRANTY

Delivery shall be made to Delivery Location: according to the delivery schedule below. Client shall have Inspection Period: days from receipt to inspect and provide written notice of nonconformance. Absent timely written notice, goods shall be deemed accepted.

Contractor warrants that panels will be free from material defects in workmanship and materials for Warranty Period (months): months from final acceptance, subject to usual limitations for normal wear and exposure and proper maintenance.

PAYMENT TERMS

Total Contract Price: $ (exclusive of applicable taxes). Payment shall be made in accordance with the schedule below.

Late Payment: Unpaid amounts shall accrue interest at a rate of per month (or the maximum permitted by law, if lower) commencing after a grace period of days following invoice due date. Client shall also be responsible for reasonable collection costs and attorney fees incurred in enforcing payment.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon providing Notice Period (days): days' prior written notice. Either party may terminate for cause if the other party fails to cure a material breach within Cure Period (days): days after receipt of written notice of breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that, by the nature of the circumstances, should reasonably be understood to be confidential. Each party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees, subcontractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect such Confidential Information. Confidential Information does not include information that is: (i) publicly available without breach of this Agreement; (ii) already lawfully in the receiving party's possession prior to disclosure; or (iii) rightfully received from a third party without restriction. The obligations of confidentiality shall survive termination or expiration for a period of five (5) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

INSURANCE, INDEMNITY AND RISK ALLOCATION

Contractor shall maintain commercial general liability insurance, automobile liability and workers' compensation in amounts customary for the trade and sufficient for the performance of the Work. Contractor shall indemnify, defend and hold harmless Client from and against claims, liabilities, damages and expenses arising from Contractor's negligent acts or omissions, to the extent caused by Contractor, its agents, employees or subcontractors; provided that Client shall provide prompt written notice of any claim and shall not admit fault without Contractor's consent.

CHANGES AND CHANGE ORDERS

Any change to the Scope of Work, price, or schedule must be authorized by a written change order signed by both parties. Change orders shall describe the change, any adjustment to price and time, and any other impacts. Contractor shall not proceed with work outside the agreed scope without an executed change order unless expressly authorized in writing by Client.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of State: , without regard to conflict of laws principles. The parties shall use good-faith negotiation to resolve disputes. If unresolved within forty-five (45) days, disputes may be submitted to binding arbitration or litigation as mutually agreed; absent agreement, either party may pursue any available legal remedy.

ENTIRE AGREEMENT

This Agreement, including any attachments, approved shop drawings, purchase orders and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

NOTICES

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute waiver of any subsequent breach. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture or agency relationship.

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