Interior Units Document

INTERIOR UNITS AGREEMENT

This Interior Units Agreement (the Agreement) is made effective as of by and between Client Name: with principal address: ; and Contractor Name: with principal address: .

RECITALS

WHEREAS, Client owns or controls the premises identified as Project Address: (the Premises);

WHEREAS, Contractor is engaged in the design, fabrication, refurbishment and/or installation of interior units and fixtures and represents that Contractor has the experience, personnel and capability to perform the work described in this Agreement; and

WHEREAS, Client desires to retain Contractor to perform work on the interior units at the Premises and Contractor accepts such engagement under the terms and conditions set forth herein.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Price: $ . The Price covers all labor, materials, fabrication, delivery and installation unless otherwise stated in the scope of work.

Deposit Amount: $ due upon execution. Remaining balance payable per the Payment Schedule above. Contractor shall issue invoices in accordance with the Payment Schedule; Client shall pay undisputed amounts within days of receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Contractor may suspend work if payments are more than days overdue after written notice.

TERM AND TERMINATION

Commencement Date: . Estimated Completion Date: .

Either party may terminate this Agreement for cause if the other party materially breaches any material obligation and fails to cure such breach within days following written notice specifying the breach. Either party may also terminate without cause upon days' prior written notice to the other party.

Upon termination, Client shall pay Contractor for all work performed and materials ordered through the effective date of termination and reasonable demobilization costs. Contractor shall deliver to Client all completed and partially completed work, subject to Client's payment obligations.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as required to perform the obligations under this Agreement. "Confidential Information" means non-public technical, financial, commercial and operational information, including drawings, specifications, unit designs, bill of materials, and pricing, disclosed in connection with this Agreement.

The Receiving Party shall protect Confidential Information with the same standard of care it uses to protect its own confidential information but no less than reasonable care. Confidential Information does not include information that is: (a) already known to the Receiving Party without obligation of confidentiality; (b) or becomes publicly available through no breach of this Agreement; or (c) is rightfully received from a third party without restriction. A Receiving Party may disclose Confidential Information to its employees, agents, subcontractors or affiliates having a legitimate need to know, provided that such persons are bound by confidentiality obligations no less protective than those set forth herein.

WARRANTIES AND REMEDIES

Contractor warrants that the work will be performed in a professional and workmanlike manner and that materials furnished will be new unless otherwise specified and free from defects in workmanship for a period of months from final acceptance. Client's sole and exclusive remedy for breach of this warranty shall be, at Contractor's option, repair or replacement of defective work or refund of the portion of the contract price attributable to the defective work. This warranty does not cover damage due to abuse, misuse, normal wear and tear, or alterations performed by anyone other than Contractor.

INSPECTION AND ACCEPTANCE

Upon substantial completion of the work, Contractor shall notify Client and allow a period of days for inspection and acceptance. Client shall provide written notice of any nonconformities discovered during such inspection. Failure to provide timely written notice shall constitute acceptance of the work.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State or Jurisdiction of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved, either party may pursue remedies in a court of competent jurisdiction in the chosen State or Jurisdiction.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign its rights to receive payments to a financing institution.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

REPRESENTATIONS

Each party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing on its behalf is authorized to do so.

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