Construction Subscription Agreement

CONSTRUCTION SUBSCRIPTION AGREEMENT

This Construction Subscription Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of delivering construction-related products, services, and project subscriptions including but not limited to materials delivery, scheduling, and site coordination; and

WHEREAS, Subscriber desires to subscribe to and receive certain construction services and deliverables from Provider under the terms and conditions set forth herein, and Provider is willing to provide such subscription services on the terms set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to define the subscription relationship, the scope of construction services, pricing, term, and the parties' respective rights and obligations.

SUBSCRIPTION

Subscription Units:    Description:

Subscription Commencement:    Subscription Term:

SCOPE OF WORK

Provider shall perform the Scope of Work with commercially reasonable skill and care in accordance with industry standards. Changes to the Scope of Work shall be documented via written Change Order signed by both parties; such Change Order shall specify any adjustment to price, schedule, or deliverables.

PAYMENT TERMS

All payments are due in U.S. dollars. Invoices not paid within the period specified in the Payment Schedule shall accrue interest as follows:

Late Fee:    Minimum Late Charge:

If Subscriber disputes any portion of an invoice in good faith, Subscriber must provide written notice specifying the disputed items and amounts within fifteen (15) days of receipt of the invoice. The undisputed portion shall remain payable when due.

TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Agreement, shall continue until .

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Subscriber of its obligation to pay for services performed and costs incurred prior to the effective date of termination.

CONFIDENTIALITY

Definition of Confidential Information: "Confidential Information" means non-public information disclosed by one party to the other, whether written, oral, electronic, or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, pricing, technical and construction methods, drawings, site plans, and subcontractor lists.

Confidentiality Obligations: The receiving party shall (a) use Confidential Information solely for the purpose of performing obligations or exercising rights under this Agreement, (b) restrict disclosure of Confidential Information to its employees, agents, or subcontractors who have a need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement, and (c) not disclose Confidential Information to any third party without the prior written consent of the disclosing party.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party, (ii) was known to the receiving party prior to disclosure without restriction, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Duration: The confidentiality obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that services will be provided in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the fees paid by Subscriber to Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits 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, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered in person, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by notice.

MISCELLANEOUS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

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