Marketing Lawn Strip Decals

GENERAL BUSINESS AGREEMENT — MARKETING LAWN STRIP DECALS

This General Business Agreement ("Agreement") is made and entered into by and between:

Effective Date:

WHEREAS

WHEREAS, Client desires to engage Provider to design, produce and install marketing lawn strip decals at one or more locations as described in this Agreement; and

WHEREAS, Provider represents that it has the experience, materials and personnel necessary to perform the work in a professional manner and in compliance with applicable local laws and ordinances; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will furnish the services and products described herein.

SCOPE OF WORK

Provider shall perform the services described below. The parties agree that work shall include design, production, installation and related site preparation for lawn strip decals per the specifications and quantities set forth by Client. Any work beyond the scope below shall require a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Provider for all work performed in accordance with this Agreement. The following payment terms apply:

Deposit Due Date:

Late Payment: Unpaid amounts shall incur interest at the rate of or a late fee of per invoice, whichever is greater. Client is responsible for all collection costs and reasonable attorneys' fees incurred by Provider to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated pursuant to this Agreement, will continue until End Date: or until the services are completed and final payment is received.

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause may be effected immediately by the non-breaching party if the breaching party fails to cure a material breach within days after receipt of written notice specifying the breach. Upon termination, Client shall pay Provider for work performed and non-cancellable costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party agrees that all business, technical and financial information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information") shall be held in confidence and shall not be used or disclosed except as necessary to perform this Agreement. Confidential Information does not include information that (a) is or becomes public through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party to permit a protective order or other remedy.

The obligations of confidentiality will survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Client grants Provider a limited license to reproduce Client-provided marks and artwork solely for performance of this Agreement. Provider warrants that designs created by Provider are original or properly licensed. Upon full payment, ownership of final physical decals transfers to Client, but Provider retains any pre-existing artwork, templates and tooling unless expressly assigned in writing with compensation specified.

PERMITS, SITE ACCESS, AND COMPLIANCE

Client is responsible for obtaining any property owner consent, local permits or approvals necessary for installation of lawn strip decals at Client-controlled sites. Provider will comply with reasonable site access and safety requirements. Provider will notify Client of any permits or approvals reasonably required for the work; failure to obtain such permits may delay performance and may give rise to additional charges.

WARRANTIES, LIMITATIONS AND INDEMNITY

Provider warrants that materials and installation will conform to the specifications in the Scope of Work for a period of months from installation against manufacturing defects and workmanship under normal use. This warranty does not cover damage due to misuse, vandalism, unauthorized removal, or acts of nature. EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify, defend and hold harmless the other from third-party claims arising from the indemnifying party's negligence or willful misconduct in performing this Agreement, subject to the indemnified party's compliance with reasonable notice and cooperation requirements.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law rules.

ENTIRE AGREEMENT

This Agreement, including any documents incorporated by reference and any written change orders executed by both parties, constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating to the subject matter hereof. Any modification or amendment must be in writing signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice to the other party. Notices are effective upon receipt.

CONTACTS FOR SERVICE AND INVOICES

ADDITIONAL TERMS

Change Orders: Any change to the Scope of Work shall be documented in a written change order specifying the change, any adjustment to price and schedule, and signed by both parties prior to performance.

Insurance: Provider shall maintain at its expense insurance customary for contractors performing similar work and provide certificate of insurance upon request.

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

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