Construction Project Assemblies

CONSTRUCTION PROJECT ASSEMBLIES AGREEMENT

This Construction Project Assemblies Agreement (Agreement) is entered into on by and between:

RECITALS

WHEREAS, Client requires the fabrication, assembly, delivery and, where applicable, installation of certain construction assemblies and components for the Project described above; and

WHEREAS, Contractor represents that it possesses the necessary experience, personnel, equipment and licenses to perform the assemblies and related services in a professional and workmanlike manner in accordance with industry standards and applicable law; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, Client and Contractor agree as follows:

SCOPE OF WORK

Contractor shall provide all labor, materials, tools, equipment, supervision and transportation necessary to fabricate, assemble, protect and, if specified, install the assemblies described below and any associated shop drawings and submittals required for the Project. The services shall include coordination with Client's on-site representatives, compliance with applicable building codes, and testing or inspection as required by the Project specifications.

ASSEMBLY ITEMIZATION

The following assemblies are included in this Agreement. Additional assemblies or change orders shall be documented in writing and signed by both parties.

PAYMENT TERMS

Total Contract Price: $

Late Payment: Interest at the rate of on overdue amounts, in addition to recovery of collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

Term Commencement Date:    Term Completion Date (estimated):

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

CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it may receive or have access to confidential, proprietary or trade secret information of the other party. Each party agrees to keep such information strictly confidential, to use it only for performance under this Agreement, and not to disclose it to any third party except to its employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those contained herein. Confidential information does not include information that: (i) is publicly available other than through a breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; or (iii) is required to be disclosed by law, provided the disclosing party is given prompt notice where legally permitted to seek protective measures.

INSURANCE, COMPLIANCE AND SUBCONTRACTING

Contractor shall maintain insurance coverages customary for the scope of work, including commercial general liability, workers' compensation, and automobile liability, and shall provide certificates of insurance upon request. Contractor shall perform all work in compliance with applicable laws, codes and safety regulations. Contractor shall not assign or subcontract the performance of this Agreement in whole without Client's prior written consent; permitted subcontractors shall be subject to Contractor's management and remain the responsibility of Contractor.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any dispute arising out of or relating to this Agreement shall lie exclusively in a court of competent jurisdiction located within that state.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party shall designate by written notice. Notices shall be deemed given on personal delivery, on the date of confirmed electronic transmission, or three (3) business days after deposit with the United States Postal Service, postage prepaid, certified mail, return receipt requested.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision achieving, to the extent possible, the original intent. Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, strikes, shortages, or governmental actions.

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