Furnishings Agreement

FURNISHINGS AGREEMENT

This Furnishings Agreement (the "Agreement") is entered into as of between:

RECITALS

WHEREAS, Supplier / Owner: is engaged in the business of providing furnishings, fixtures and related services; and

WHEREAS, Client / Recipient: desires to obtain furnishings and related services described herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

Supplier shall furnish, deliver and, if applicable, install the furnishings, fixtures and accessories described in the Scope of Work below at the location specified by Client. Supplier shall perform services in a professional manner and in accordance with industry standards.

PAYMENT TERMS

Client shall pay Supplier the Total Contract Price set forth below in accordance with the schedule and methods described. All amounts are stated in U.S. dollars unless otherwise indicated.

Late payments shall bear interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Supplier in enforcing payment.

TERM AND TERMINATION

The term of this Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party material breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Supplier for all work performed and items delivered through the effective date of termination, plus any reasonable demobilization costs, except where termination is for Supplier's uncured material breach.

INSPECTION, ACCEPTANCE AND RISK OF LOSS

Client shall inspect delivered furnishings promptly. Acceptance occurs upon Client's written confirmation of conformity or, absent written rejection within days after delivery. Risk of loss passes to Client upon delivery to the agreed delivery location, unless Supplier agrees in writing to retain title.

Supplier retains title to all furnishings until full payment is received.

WARRANTY; MAINTENANCE

Supplier warrants that the furnishings supplied shall be free from material defects in materials and workmanship for a period of from the date of delivery. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of non-conforming items or refund of the purchase price for such items. This warranty does not cover damage caused by misuse, accident, alteration, or normal wear and tear.

CONFIDENTIALITY

Each party shall hold in confidence all non-public information disclosed by the other party in connection with this Agreement that is marked as confidential or that a reasonable person would understand to be confidential given its nature ("Confidential Information"). Confidential Information shall not include information that: (a) was publicly known at the time of disclosure; (b) becomes publicly known through no act of the receiving party; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for performance of its obligations under this Agreement and shall take reasonable measures to protect the confidentiality of such information. These obligations shall survive termination for a period of unless a longer period is required by applicable law.

INSURANCE AND INDEMNITY

Supplier shall maintain commercial general liability insurance and, where applicable, workers' compensation and automobile liability insurance in amounts sufficient to cover its obligations under this Agreement. Each party shall indemnify and hold harmless the other from third-party claims arising out of its negligent acts or willful misconduct in connection with this Agreement, except to the extent caused by the indemnitee's negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising under or related to this Agreement shall not exceed the total amount paid or payable by Client to Supplier under this Agreement.

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 laws principles.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign to an affiliate or to a purchaser of substantially all of its assets.

Sign Now