Elevation Window Form

ELEVATION WINDOW FORM

RECITALS

WHEREAS, Client Name: (hereinafter "Client") desires to engage the services described herein for elevation, alteration, or installation of fenestration assemblies and associated window works at the project location identified below; and

WHEREAS, Provider Name: (hereinafter "Provider") represents that it possesses the skill, experience and resources necessary to perform the elevation window services and agrees to perform such services pursuant to the terms and conditions of this Agreement; and

WHEREAS, Effective Date: this Agreement memorializes the mutual promises and obligations of the parties.

PARTIES AND PROJECT IDENTIFICATION

SCOPE OF WORK

Provider shall perform all work necessary to complete the elevation window services described below in a professional and workmanlike manner consistent with industry standards. The scope includes, but is not limited to, removal and replacement of existing windows, installation of flashing, weatherproofing, insulation at openings, finishing trim, testing for proper operation, and cleanup. Work will be performed in accordance with applicable building codes and the express provisions of this Agreement.

PAYMENT TERMS

Client shall pay Provider the Contract Price for the satisfactory performance of the Scope of Work as set forth below. All amounts are expressed in United States dollars unless otherwise indicated.

All invoices are due within the agreed payment period set in the payment schedule. Unpaid amounts after the due date shall accrue interest at the Late Payment Fee set above and Provider may suspend work if invoices are delinquent beyond the cure period specified in the Term and Termination section.

TERM AND TERMINATION

This Agreement commences on the Commencement Date: and continues until Completion Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the Notice Period set above after receipt of written notice. Provider may also terminate if Client fails to pay undisputed amounts when due and such failure continues beyond the cure period set above. Termination will not relieve Client of the obligation to pay for work performed and costs incurred through the effective date of termination, including demobilization and reasonable close-out expenses.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form 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. Each party agrees to (i) use Confidential Information only for purposes of performing obligations under this Agreement; (ii) restrict disclosure to its employees, contractors and agents on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein; and (iii) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care. Confidentiality obligations shall survive termination for a period of three (3) years, except with respect to trade secrets, which shall remain protected to the fullest extent permitted by law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to use good faith negotiations to resolve disputes. If unresolved, disputes shall be resolved through binding arbitration or in the courts of the selected jurisdiction as selected by mutual agreement; absent such agreement, venue shall be in the county where the Project Location is located.

ENTIRE AGREEMENT

This Agreement, including any exhibits, scopes, schedules and change orders executed in writing by authorized representatives of the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment, modification or waiver shall be effective unless in writing and signed by both parties.

REPRESENTATIONS AND WARRANTIES; INSURANCE

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that work will be performed in a workmanlike manner and in accordance with applicable laws and codes. Provider shall maintain, at minimum, commercial general liability and workers' compensation insurance as required by law and shall provide certificates of insurance upon reasonable request.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in connection with a sale of substantially all of its business. Headings are for convenience only and shall not affect interpretation.

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