Furnishing Agreement

Furnishing Agreement

This Furnishing Agreement (the Agreement) is made effective as of , by and between:

Client Name:

Furnisher Name:

RECITALS

WHEREAS, Client desires to engage Furnisher to supply, deliver and, if applicable, install certain furniture, fixtures and related furnishing materials (collectively, the Furnishings) for the premises identified below; and

WHEREAS, Furnisher represents that it has the skill, experience and resources to furnish, deliver and install the Furnishings in accordance with the scope, schedule and standards set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the supply, delivery, installation and payment for the Furnishings.

SCOPE OF WORK

Furnisher shall provide the Furnishings and perform all delivery, placement, installation, finish work and adjustments necessary to complete the work described below and in any attached schedules. Furnisher shall supply labor materials, tools and supervision required to complete the Scope of Work in a professional manner consistent with industry standards.

DELIVERY, INSTALLATION, AND ACCEPTANCE

Delivery Location:

Scheduled Delivery Date:

Acceptance Procedure: Client shall inspect the Furnishings upon delivery and installation. Furnisher shall correct defects or incomplete work identified within seven (7) days of delivery at Furnisher's expense. Acceptance shall be deemed to have occurred when Client signs the delivery/installation form or seven (7) days after delivery if no written rejection is provided to Furnisher.

PAYMENT TERMS

Total Contract Amount: $ payable in accordance with the schedule below.

Deposit Upon Execution: $ (non-refundable except as expressly provided herein).

Late Payment: Any unpaid amount shall accrue interest at % per month, compounded monthly, after a grace period of days from the invoice due date. Client shall also reimburse Furnisher for reasonable collection costs and attorneys' fees incurred in collecting delinquent amounts.

TERM AND TERMINATION

Term Commencement Date:

Term End Date:

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice. Termination shall not relieve Client of obligations to pay for Furnishings delivered and services performed prior to termination.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure within fourteen (14) days after written notice specifying the breach. Remedies are cumulative and not exclusive.

CONFIDENTIALITY

Each party shall hold in confidence all non-public commercial, technical and other confidential information disclosed by the other party 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 shall not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) becomes available to the receiving party on a non-confidential basis from a third party without breach of an obligation of confidentiality; or (iii) is independently developed by the receiving party without use of the disclosing party's confidential information.

The receiving party may disclose Confidential Information to the extent required by law or court order provided the receiving party provides prompt written notice to the disclosing party and cooperates with reasonable efforts to obtain a protective order or other appropriate remedy.

WARRANTIES; LIMITATION OF LIABILITY

Furnisher warrants that the Furnishings supplied under this Agreement will be free from material defects in materials and workmanship for a period of months from acceptance. Furnisher's sole and exclusive obligation and Client's exclusive remedy for breach of this warranty shall be, at Furnisher's option, repair or replacement of defective items or refund of the portion of the purchase price allocable to defective items.

Except for the express warranties stated in this Agreement, Furnisher disclaims all other warranties, whether express or implied, including implied warranties of merchantability and fitness for a particular purpose. In no event shall either party be liable for indirect, incidental, special or consequential damages, except to the extent such limitation is prohibited by applicable law.

INDEMNIFICATION

Furnisher shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Furnisher's negligent acts or omissions, willful misconduct, or breach of this Agreement, except to the extent such claims result from Client's negligence or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this section. Notice is effective upon personal delivery, three (3) days after deposit with a nationally recognized overnight courier, or five (5) days after mailing by certified mail, return receipt requested.

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