Legal Office Furniture Agreement

LEGAL OFFICE FURNITURE AGREEMENT

This Legal Office Furniture Agreement (the "Agreement") is entered into as of Effective Date: by and between Supplier Name: , an entity of type Business Individual , with principal address: ; and Client Name: , an entity of type Business Individual , with principal address: .

RECITALS

WHEREAS, Supplier manufactures, supplies and installs commercial office furniture and related fixtures and components in the ordinary course of its business; and

WHEREAS, Client desires to purchase certain office furniture, fixtures and related services described in Schedule A attached hereto (the "Products"), and Supplier is willing to sell, deliver and, if applicable, install such Products subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the sale, delivery, installation and warranty of the Products.

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

1. DEFINITIONS

1.1 "Products" means the furniture, fixtures, fittings, components and related materials described in Schedule A and any modifications agreed in writing. "Work" means Products together with any installation, assembly, finishing or related services performed by Supplier.

2. SALE, SPECIFICATIONS AND SCHEDULE

2.1 Supplier shall sell and Client shall purchase the Products described in Schedule A in accordance with the specifications, quantities and lead times set forth in Schedule A. Any changes to specifications, finishes or quantities must be agreed in writing and signed by authorized representatives of both parties.

2.2 Delivery Schedule: Anticipated delivery date(s): . Delivery dates are estimates and Supplier shall not be liable for delay except as provided in this Agreement.

3. PRICE; PAYMENT

3.1 The Purchase Price for the Products and Work shall be as set forth in Schedule A. Client shall pay Supplier the Purchase Price in lawful currency as follows: Deposit: ; Balance due upon completion: .

3.2 Payment Terms: Payments are due within days of invoice unless otherwise agreed in writing. Late payments shall accrue interest at .

4. DELIVERY; RISK OF LOSS

4.1 Delivery Terms: Delivery shall be FOB: . Risk of loss shall pass from Supplier to Client upon delivery as specified in this clause.

4.2 Delivery Location: Products shall be delivered to: . Client shall provide reasonable access, utilities and safety for delivery and installation.

5. INSPECTION AND ACCEPTANCE

5.1 Client shall inspect Products promptly upon delivery and shall notify Supplier in writing of any nonconformity, shortage or visible damage within days. Failure to so notify shall constitute acceptance except for latent defects.

5.2 If Products are rejected in accordance with this Section, Supplier shall, at Supplier's option and expense, repair or replace the nonconforming Products or issue a credit for the Purchase Price for such Products.

6. TITLE; SECURITY INTEREST

6.1 Title to the Products shall pass to Client upon Supplier's receipt of full payment of the Purchase Price, regardless of delivery or installation. Until full payment is received, Supplier reserves a purchase money security interest in the Products. Client shall execute financing statements and other documents reasonably requested by Supplier to perfect Supplier's security interest.

7. WARRANTY

7.1 Supplier warrants to Client that for a period of months from delivery the Products will be free from material defects in workmanship and materials under normal use. This warranty does not apply to damage resulting from improper use, alteration, abuse, accident, or failure to follow Supplier's instructions.

7.2 EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. INSTALLATION AND ASSEMBLY

8.1 If installation services are included, Supplier shall perform installation in a professional and workmanlike manner during normal business hours. Installation date(s): .

8.2 Client is responsible for site readiness including access, floor protection, and removal of existing furniture unless otherwise agreed in writing.

9. RETURNS, REMEDIES AND LIMITATION OF LIABILITY

9.1 Client's exclusive remedies for breach of Supplier's obligations shall be limited to repair, replacement, or refund of the Purchase Price for the nonconforming Products in Supplier's discretion. Supplier shall not be liable for incidental, consequential, special or punitive damages.

9.2 Supplier's aggregate liability arising out of or relating to this Agreement shall not exceed the total amounts actually paid by Client for the Products and Work under this Agreement.

10. INDEMNIFICATION

10.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors and employees (collectively, the "Indemnified Party") from and against any third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Indemnifying Party's negligence, willful misconduct or breach of this Agreement.

11. TAXES; INSURANCE

11.1 Client shall be responsible for any sales, use or other taxes (excluding Supplier's income taxes) imposed on the sale of the Products. If Supplier is required to collect taxes, they shall be invoiced to Client in addition to the Purchase Price.

11.2 Supplier shall maintain commercial general liability insurance sufficient to cover Supplier's obligations under this Agreement. Upon request, Supplier will provide certificates evidencing insurance coverage reasonably acceptable to Client.

12. CONFIDENTIALITY

12.1 Each party shall keep confidential the other party's nonpublic business information disclosed in connection with this Agreement, including pricing, specifications and design drawings, and shall not disclose such information to third parties except as required by law or with the disclosing party's prior written consent.

13. NOTICES

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

14.2 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.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 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.

15.2 This Agreement, including Schedule A, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

15.3 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable.

SCHEDULE A — DESCRIPTION OF PRODUCTS, PRICING AND SPECIFICATIONS

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