Custom Exterior Wood Trellises Template

CUSTOM EXTERIOR WOOD TRELLISES AGREEMENT

This Custom Exterior Wood Trellises Agreement ("Agreement") is made effective as of by and between the parties identified below.

WHEREAS

WHEREAS, Client desires to engage Contractor to design, fabricate and install custom exterior wood trellises at the Client Address described above; and

WHEREAS, Contractor represents that it has the skill, personnel, equipment and experience necessary to perform such work in a professional manner and in compliance with applicable codes and good trade practices; and

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

1. SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment, tools, supervision and services necessary to design, manufacture, deliver and install custom exterior wood trellises as described below and in any drawings or specifications attached and incorporated into this Agreement. Contractor shall perform the Work in a good and workmanlike manner in accordance with industry standards.

All Work shall comply with applicable local building codes. Responsibility for obtaining required permits: Contractor Client

2. PAYMENT TERMS

Total Contract Price: $

Final payment shall be due upon Completion and acceptance by Client, subject to any reasonable punch list items. Client shall not withhold final payment except for Contractor's failure to perform material obligations under this Agreement.

All payments shall be made to Contractor at the address listed above unless otherwise agreed in writing. If Client fails to pay any undisputed amount within fourteen (14) days of its due date, Contractor may suspend performance after five (5) days' written notice.

3. TERM AND TERMINATION

Commencement Date:    Estimated Completion Date:

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. Either party may terminate for convenience upon days' prior written notice.

Upon termination for any reason, Client shall pay Contractor for all Work performed and materials purchased up to the effective date of termination, together with reasonable demobilization costs, less any set-offs permitted by law.

4. CHANGE ORDERS

All changes to the Scope of Work, including additions or deletions, shall be made only by written Change Order signed by both parties. Change Orders shall state adjustments to the Work, any additional compensation, and any adjustment to the schedule.

5. CONFIDENTIALITY

Each party shall keep confidential all non-public information received from the other party in connection with this Agreement and shall not disclose such information to third parties except to its employees, contractors or agents who have a need to know and who are bound to confidentiality obligations at least as protective as those set forth herein. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, is already known to the receiving party, or is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party when legally permitted.

6. WARRANTY; ACCEPTANCE

Contractor warrants that materials furnished shall be of good merchantable quality and that Work will be performed in a workmanlike manner for a period of months from the date of final acceptance. This warranty does not cover damage caused by abuse, misuse, acts of God, settlement, normal weathering, or failure by Client to provide reasonable maintenance.

Final acceptance shall occur when Client provides written acceptance or fails to provide written punch list items within days following substantial completion. Contractor shall remedy legitimate punch list items within a reasonable period.

7. INSURANCE AND INDEMNITY

Contractor shall maintain at its expense workers' compensation insurance and commercial general liability insurance covering the Work in amounts customary and reasonable for this type of project. Contractor agrees to indemnify, defend and hold harmless Client from and against claims, liabilities, losses or damages arising out of Contractor's negligent performance of the Work, except to the extent caused by Client's negligence or willful misconduct.

8. 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.

9. ENTIRE AGREEMENT

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

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions 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 to a successor in connection with a sale of substantially all of its business assets.

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