Demo Tile Template

DEMO TILE TEMPLATE

This General Business Agreement (the Agreement) is entered into as of by and between Client Name: (Client) and Service Provider Name: (Provider). Client and Provider may be referred to herein individually as a Party and collectively as the Parties.

WHEREAS

WHEREAS, Provider is engaged in the business of supplying demonstration materials, tile samples, and associated services for evaluation and marketing purposes; and

WHEREAS, Client desires to procure certain demonstration tiles and related services from Provider under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Provider shall perform the tasks described below and in any attachments executed by the Parties. Provider shall provide materials and labor in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider for the Services in accordance with the schedule and amounts set forth below. All fees are payable in United States dollars unless otherwise agreed in writing.

Invoices are due within days of invoice date. Any undisputed amount not paid when due shall accrue a late fee equal to the greater of (i) % per month or (ii) dollars, calculated from the due date until paid. Acceptance of late payments shall not constitute a waiver of any other rights or remedies.

TERM AND TERMINATION

This Agreement commences on the Start Date set forth below and, unless earlier terminated in accordance with this Agreement, continues until the End Date set forth below.

Start Date:    End Date:

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means any non-public information disclosed by a Party to the other Party, whether oral, written or electronic, 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, without limitation, product designs, pricing, technical data, business plans, and customer lists.

The receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict access to Confidential Information to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to any third party without the disclosing Party's prior written consent. The obligations in this section shall not apply to information that: (i) is or becomes publicly known through no wrongful act of the receiving Party; (ii) was rightfully in the receiving Party's possession prior to receipt from the disclosing Party; (iii) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or by a court or governmental authority, provided that, to the extent legally permitted, the receiving Party provides prompt written notice and cooperates with the disclosing Party to seek protective measures.

All Confidential Information shall be returned or destroyed upon termination or expiration of this Agreement, except that one copy may be retained solely for compliance and archival purposes. The confidentiality obligations survive termination or expiration for a period of three (3) years, except for trade secrets which shall survive for so long as they remain trade secrets under applicable law.

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 law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices, requests, consents, and other communications under this Agreement must be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt where an email address is provided.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between them.

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