Legal Built Up Contract

LEGAL BUILT UP CONTRACT

This Built Up Contract ("Agreement") is made as of between Client Name: with address at and Contractor Name: with address at . The Client and Contractor are referred to collectively as the Parties.

RECITALS

WHEREAS, Client is the legal owner or lawful representative of the real property located at (the "Property"); and

WHEREAS, Contractor represents that it has the skill, experience and resources necessary to perform construction, alteration, improvements and related work to create the built-up improvements described in this Agreement (the "Work"); and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the Work to be performed on the Property.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Work" means the construction, installation, furnishing and completion of the built-up improvements described in Section 2 and in the Contract Documents. "Contract Documents" means this Agreement, the Scope of Work, any Change Orders, approved drawings and specifications, and written amendments executed by the Parties. "Change Order" means a written instrument signed by both Parties authorizing an addition, deletion or modification of the Work, and any adjustment to the Contract Sum or Time for Completion.

2. SCOPE OF WORK

2.1 Contractor shall perform and complete the Work described in the Scope of Work attached hereto and incorporated by reference. The Scope of Work shall include materials, labor, equipment, supervision, permits and testing required for completion.

3. CONTRACT SUM AND PAYMENT

3.1 The Client agrees to pay Contractor for the satisfactory performance of the Work the total contract sum of $ (the "Contract Sum"), subject to additions and deductions for approved Change Orders and adjustments pursuant to this Agreement.

3.2 All payments are due in accordance with the Payment Schedule. Unless otherwise expressly provided, failure to make payments when due shall constitute a material breach entitling Contractor to suspend performance until payment is made and to recover costs, interest and damages in accordance with applicable law.

4. TIME FOR COMPLETION

4.1 Contractor shall commence the Work on or about and shall achieve Substantial Completion by , subject to extensions for excusable delays.

4.2 Time is of the essence. Contractor shall be entitled to an equitable extension for events beyond Contractor's control, including but not limited to inclement weather, labor disputes, unanticipated site conditions, acts of God, or delays caused by the Client or governmental authorities.

5. CHANGES AND CHANGE ORDERS

5.1 All changes to the Work shall be initiated by a written Change Order signed by both Parties. Change Orders shall set forth the change in scope, any adjustment to the Contract Sum, and any extension of the Time for Completion. Contractor shall not proceed with changed work without an executed Change Order.

6. STANDARDS, MATERIALS AND WORKMANSHIP

6.1 Contractor shall perform the Work in a good and workmanlike manner, and shall furnish materials of the quality and standards specified in the Contract Documents. Contractor warrants the Work against defects in workmanship and materials for a period of from Substantial Completion, subject to ordinary wear and tear and Client's compliance with recommended maintenance.

7. PERMITS, LAWS AND REGULATIONS

7.1 Contractor shall obtain and pay for all permits, inspections and approvals required by applicable laws, codes and regulations for the performance of the Work, unless otherwise agreed in writing. Contractor shall comply with all applicable laws, rules and regulations.

8. INSURANCE AND INDEMNITY

8.1 Contractor shall maintain commercial general liability insurance, workers' compensation insurance and automobile liability insurance in forms and limits customary for the Work. Contractor shall furnish certificates of insurance upon request.

8.2 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Client, its officers, directors and agents from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the performance of the Work, to the extent caused by Contractor's breach, negligence or willful misconduct.

9. LIMITATION OF LIABILITY

9.1 Except for liability arising from Contractor's willful misconduct or gross negligence, neither Party shall be liable to the other for consequential, special, incidental or punitive damages, including lost profits. Contractor's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the Contract Sum, except as otherwise required by law.

10. TERMINATION

10.1 If either Party materially breaches this Agreement, the non-breaching Party shall provide written notice specifying the breach and a cure period of days. If the breach is not cured within the cure period, the non-breaching Party may terminate this Agreement and pursue all available remedies at law or in equity.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by written notice delivered in accordance with this Section. Notice shall be effective upon receipt.

12. ASSIGNMENT

12.1 Neither Party shall assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement to an affiliate or in connection with a merger, sale of all or substantially all assets or similar transaction upon prior notice to the other Party.

13. DISPUTE RESOLUTION

13.1 The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, the Parties agree to submit the dispute to binding arbitration administered in accordance with the rules mutually agreed upon by the Parties. The arbitration shall be held in the state selected in Section 14 below and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

14. GOVERNING LAW

14.1 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.

15. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; WAIVER; COUNTERPARTS

15.1 This Agreement, together with the Contract Documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The failure of either Party to enforce any right or remedy under this Agreement shall not constitute a waiver of that right or remedy. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

SIGNATURES

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