Installation Project Documents

INSTALLATION PROJECT DOCUMENTS

Parties and Project Identification

Project Name:    Project Location:

Recitals

WHEREAS, Client seeks to engage Contractor to perform installation services for the Project described above in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor represents that it is duly licensed, insured, and qualified to perform the installation work and will provide skilled labor, materials, equipment, and supervision necessary to complete the work in a professional manner; and

WHEREAS, the Parties desire to document their respective responsibilities, payment terms, schedule, and other terms governing the performance and acceptance of the installation work.

Scope of Work

Contractor shall furnish all labor, materials, equipment, tools, and supervision and shall perform the installation work described below in accordance with industry practices and applicable codes. Specific deliverables, technical specifications, and acceptance criteria are set forth in the Scope of Work field.

Project Schedule

Commencement Date:    Estimated Completion Date:

Payment Terms

Contract Price: $

Payment Schedule:

Payment Due: Net days from invoice date.

Late Payment: Overdue amounts shall accrue interest at or the maximum permitted by law, whichever is less, until paid in full. Client shall also reimburse Contractor for costs of collection, including reasonable attorneys' fees.

Change Orders

Any change in the Scope of Work shall be made only by written Change Order signed by authorized representatives of both Parties. The Change Order must describe the change, price adjustment, and any impact on schedule. Contractor shall not proceed with work outside the Scope without a signed Change Order.

Acceptance, Warranties and Punchlist

Upon substantial completion, Contractor shall notify Client and provide documentation evidencing completion. Client shall have a reasonable period (not to exceed days) to inspect and report punchlist items. Contractor shall correct punchlist items within a reasonable time at Contractor's expense unless otherwise agreed in writing.

Warranty: Contractor warrants that installed work will be free from defects in workmanship and materials for a period of from the date of final acceptance, subject to normal wear and proper use. This warranty does not cover damage from misuse, alteration, or third-party acts.

Insurance, Indemnity & Compliance

Contractor shall maintain and furnish proof of commercial general liability insurance, workers' compensation, and automobile liability insurance as required by law or by Client. Contractor shall indemnify, defend and hold harmless Client from and against all claims, damages, losses and expenses arising out of Contractor's negligent acts or omissions, to the extent caused by Contractor.

Contractor shall obtain and maintain all permits, inspections, and approvals required by authorities having jurisdiction and shall comply with all applicable laws, codes and regulations in performing the work.

Confidentiality

Each Party acknowledges that, in the course of performance, it may receive confidential or proprietary information of the other Party. Each Party agrees to hold such information in strict confidence, to use it only for performance under this Agreement, and to limit disclosure to employees, agents or subcontractors with a need to know, provided such persons are bound by confidentiality obligations no less protective than this clause. Confidential information does not include information that is publicly known or lawfully obtained from third parties.

Term, Termination and Remedies

Term: This Agreement shall commence on the Commencement Date specified above and shall continue until completion of the Work or the Estimated Completion Date, unless earlier terminated in accordance with this section.

Termination: Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after receipt of written notice. Either Party may terminate for convenience by providing days' prior written notice; in such event, Client shall pay Contractor for work performed to the date of termination and reasonable demobilization costs.

Remedies: The Parties' remedies are cumulative and subject to any limitations of liability herein. Except as otherwise provided, termination shall not relieve Client of the obligation to pay Contractor for work performed and materials procured.

Force Majeure

Neither Party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, strikes, shortages, riots, war, embargoes, epidemics, or governmental restrictions. A Party affected by a force majeure event shall give prompt written notice and shall use reasonable efforts to mitigate the effect of the event.

Limitation of Liability

Except for liability resulting from gross negligence or willful misconduct, or Contractor's indemnity obligations, neither Party shall be liable to the other for consequential, incidental, punitive or special damages, and total aggregate liability of each Party for any claim arising out of or related to this Agreement shall not exceed the total Contract Price paid to Contractor under this Agreement.

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 laws principles. The Parties shall first attempt to resolve disputes in good faith by negotiation; if unresolved, either Party may pursue any available legal or equitable remedies in courts of competent jurisdiction in that State.

Entire Agreement; Severability

This Agreement, including any attached exhibits or referenced Change Orders executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth above or such other addresses as either Party may designate by written notice. Notices shall be effective upon receipt.

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