Construction Internal Wall Buildups

Construction Internal Wall Buildups

WHEREAS

Client Name:     Contractor Name:

WHEREAS, Client has contracted for improvements to interior wall assemblies at the Project Address: (the "Project");

WHEREAS, Contractor represents that it possesses the skill, experience and capability to perform design, supply and installation services for internal wall buildups, including but not limited to substrate preparation, insulation, vapor control, resilient channels, acoustic layers and finishes, in accordance with this Agreement; and

WHEREAS, the parties desire to set forth the scope, responsibilities, payment, schedule and other terms governing the work to be performed.

1. Scope of Work

Contractor shall furnish all labor, materials, equipment and supervision necessary to perform internal wall buildups (the "Work") at the Project in accordance with the performance standards, drawings and specifications described below and any approved change orders. The Work shall include, without limitation, the following general elements:

- Substrate preparation and remediation as required; installation of specified insulation and sound attenuation layers; placement of vapor and air control layers; installation of resilient channels and furring where indicated; attachment of finish layers; and cleanup and protection of adjacent areas.

2. Payment Terms

All invoices shall be payable within of invoice date. Client's failure to pay undisputed amounts when due shall entitle Contractor to suspend Work after written notice and to recover costs and interest as set forth above. Payments shall not be withheld on account of claims by third parties unless properly notified in writing.

3. Term and Termination

This Agreement shall commence on the Effective Date: and shall remain in effect until completion of the Work or until , unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for cause if the other party materially breaches its obligations and fails to cure such breach within after receipt of written notice describing the breach. Client may terminate for convenience upon prior written notice and payment of Contractor's reasonable costs incurred to date plus a reasonable profit.

Upon termination, Contractor shall promptly deliver to Client all Work in progress, invoices, and reasonable documentation substantiating amounts due. Payment shall be made within the agreed payment terms for undisputed amounts.

4. Confidentiality

Each party shall hold in confidence and not disclose to any third party confidential information received from the other party in connection with this Agreement, except as required by law or as necessary to perform the Work. Confidential information does not include information that is or becomes publicly available through no breach of this Agreement, was known to the receiving party prior to disclosure, or is rightfully obtained from a third party without restriction.

Upon completion or termination, receiving party shall return or destroy confidential materials upon written request and certify such destruction if requested by disclosing party.

5. Insurance, Indemnity and Warranties

Contractor shall maintain insurance customary for the scope and size of the Work, including commercial general liability and workers' compensation. Contractor shall indemnify and hold harmless Client from liabilities to the extent caused by Contractor's negligence or willful misconduct, subject to applicable law.

Contractor warrants that materials and workmanship shall be free from defects for a period of following final acceptance. Remedies for warranty defects shall include repair or replacement at Contractor's option.

6. Inspection and Acceptance

Client shall have the right to inspect the Work at reasonable times. Final acceptance shall occur when the Work complies with the Scope of Work and any agreed punch list items have been remedied. Acceptance shall not relieve Contractor of warranty obligations.

7. Governing Law

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.

8. Entire Agreement

This Agreement, together with any exhibits, drawings, specifications and approved change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and representations, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

9. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign receivables arising from the Agreement.

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