Framing Agreement

Framing Agreement

Parties and Project Identification

This Framing Agreement ("Agreement") is entered into by and between Client Name: and Contractor Name: effective as of Effective Date: .

WHEREAS, Client desires to engage Contractor to provide professional framing labor and materials for the Project Location specified above; and

WHEREAS, Contractor represents that it possesses the skills, personnel, equipment and licenses necessary to perform the framing work in accordance with applicable codes and the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Contractor shall provide all labor, materials, tools, equipment and supervision necessary to complete the framing work described above in a professional manner consistent with industry standards and in compliance with applicable building codes. Changes to the Scope of Work shall be made only by written change order signed by both parties describing additions, deletions or modifications and detailing any adjustments to price or schedule.

Payment Terms

Contractor shall submit written invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within the number of days specified in the Payment Schedule. Disputed items must be raised in writing within seven (7) days of receipt of the invoice; the parties will negotiate in good faith to resolve disputes. Late payments shall accrue the Late Payment Fee specified above or, if no fee is specified, interest at 1.5% per month. Nonpayment of undisputed amounts may constitute a material breach and subject Contractor to remedies including suspension of work and lien rights to the extent permitted by law.

Permits, Compliance and Change Orders

Contractor shall obtain and maintain all licenses, permits and inspections required for performance of the framing work unless otherwise agreed in writing. Client shall be responsible for fees and approvals expressly identified in the Scope of Work. Any change to the Scope of Work will be implemented only by a written change order signed by both parties and shall set forth any adjustment to price, schedule and other affected provisions.

Term and Termination

This Agreement commences on Start Date: and shall continue until Completion Date: unless earlier terminated as provided below.

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 specified above after receipt of written notice describing the breach. Contractor may suspend work if Client fails to pay undisputed amounts under this Agreement following fifteen (15) days written notice. Termination shall not relieve either party of obligations accrued prior to termination, including payment for work performed and materials provided.

Confidentiality

"Confidential Information" means non-public information disclosed by either party in connection with this Agreement including pricing, technical specifications, plans, schedules and proprietary business information. Each party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to its employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least reasonable care to prevent unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party, is independently developed without use of the disclosing party's Confidential Information, or is rightfully obtained from a third party not subject to confidentiality obligations. The obligations in this section survive termination for a period of three (3) years.

Warranties, Indemnity and Insurance

Contractor warrants that framing work will be free from material defects in workmanship for a period of one (1) year from completion. Contractor shall indemnify and hold harmless Client from claims, damages, losses and expenses arising from Contractor's negligent performance or breach of this Agreement, except to the extent caused by Client's negligence. Contractor shall maintain commercial general liability insurance and worker's compensation as required by law and provide proof of insurance upon request.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to its conflict of law rules. The parties shall attempt in good faith to resolve disputes promptly by negotiation; if unresolved within thirty (30) days, disputes may be submitted to binding arbitration in accordance with the arbitration rules agreed by the parties, or in the absence of agreement, to a neutral arbitrator selected under standard arbitration procedures.

Entire Agreement and Miscellaneous

This Agreement, together with any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment shall be effective unless in writing and signed by both parties. If any provision of this Agreement is held invalid, 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 receivables.

Notices

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

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