Finishing Services Agreement

Finishing Services Agreement

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client operates or owns goods, products or materials requiring surface finishing services, and desires the application of stains, paints, seals or other finishing processes described in this Agreement; and

WHEREAS, Contractor represents that it has the skill, personnel, facilities and equipment necessary to perform the finishing services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide finishing services to Client.

Scope of Work

Contractor shall perform finishing services as described below. All work shall be performed in a commercially reasonable manner and in conformity with the specifications set forth in this Agreement and any written attachments or approved change orders.

Payment Terms

Total Contract Price: $

Deposit Amount (if any): $ — Due upon execution

Invoices are due within days of receipt. Late payments shall accrue interest at % per month (or the maximum permitted by law), plus reasonable collection costs.

Change Orders

Any changes to the Scope of Work, price, schedule or materials must be documented in a written change order signed by authorized representatives of both parties. Contractor will not be required to perform work subject to a change order until a signed change order is executed and any agreed adjustments to price or time are made.

Term and Termination

Term Start Date: — Term End Date:

Either party may terminate this Agreement for material breach if the breach is not cured within days after written notice. Either party may also terminate for convenience upon days' prior written notice; Client shall pay Contractor for all work performed and materials ordered up to the effective date of termination.

Inspection, Acceptance and Warranty

Client shall inspect finished goods promptly upon notice of completion and shall provide written notice of nonconformity within days. Failure to provide timely written notice shall constitute acceptance.

Contractor warrants that finishes applied will be free from defects in materials and workmanship for a period of days from acceptance. Contractor's sole obligation under this warranty is, at Contractor's option, to repair or reapply defective work. This warranty does not cover damage from normal wear, misuse, improper maintenance, or subsequent alterations by others.

Confidentiality

Each party agrees to keep confidential and not disclose to third parties any non-public information, trade secrets, technical data, pricing, client lists, designs or processes obtained in connection with this Agreement. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving party. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

Insurance, Indemnity and Liability

Contractor shall maintain commercial general liability insurance and, if applicable, workers' compensation insurance, with limits not less than $ per occurrence and shall provide certificates of insurance upon request.

Each party shall indemnify, defend and hold harmless the other from and against any third-party claims, damages, losses or expenses arising from that party's negligence or willful misconduct in connection with performance under this Agreement.

Except for willful misconduct or gross negligence, the aggregate liability of either party for any claim arising under this Agreement shall not exceed $.

Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, labor disputes, shortages of materials, government actions or epidemics. The affected party shall provide prompt notice and use reasonable efforts to resume performance.

Notices

Governing Law and Entire Agreement

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

This Agreement, including any written attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held 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 to a successor in interest in connection with a merger, acquisition or sale of substantially all assets.

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