Material Selection Document

MATERIAL SELECTION DOCUMENT

RECITALS

WHEREAS, Client Name: (hereinafter "Client") desires to procure materials for the project identified below and has engaged Supplier Name: (hereinafter "Supplier") to provide, select and deliver such materials in accordance with the terms of this Material Selection Document.

WHEREAS, Project Name: located at Project Address: , requires materials consistent with the specifications, quantities and finishes set forth herein.

WHEREAS, the parties intend that this document govern the selection, acceptance and procurement of materials, and that selected materials become incorporated into the project subject to payment and delivery terms below.

SCOPE OF WORK

Supplier shall furnish, procure, and deliver the materials described below in the quantities and with the finishes, colors and quality specified. Supplier shall coordinate delivery with the project schedule, provide certificates of compliance where applicable, and notify Client of lead times or substitutions in writing. Client's selection of materials shall constitute approval for Supplier to order those materials subject to the terms of this Document.

MATERIAL SELECTIONS

The parties agree the following materials are selected for procurement. Supplier warrants that each listed material conforms to the stated description and will furnish, upon request, manufacturer specifications and sample documentation. Substitutions are permitted only with prior written consent of Client.

PAYMENT TERMS

Client agrees to pay Supplier for materials selected in accordance with the following payment schedule. All payments are due in United States Dollars unless otherwise agreed in writing.

Unless otherwise specified, final payment is due upon delivery and inspection of materials at the project site and prior to installation. Client's acceptance of materials shall not waive non-conformities that are latent or concealed.

TERM AND TERMINATION

This Material Selection Document commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate for material breach if the breaching party fails to cure within the notice period specified above. Termination shall not relieve Client of payment obligations for delivered materials or Supplier of obligations to return advance payments for undelivered materials not reasonably incurred.

CONFIDENTIALITY

For the purposes of this Document, Confidential Information includes material specifications, pricing, samples, proprietary manufacturer information and any non-public business information disclosed by either party in connection with material selection. Each party shall: (a) hold Confidential Information in strict confidence; (b) limit disclosure to personnel with a need to know; and (c) use Confidential Information solely to perform obligations under this Document.

Confidentiality obligations shall not apply to information that is: (i) or becomes public through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) independently developed; or (iv) required to be disclosed by law, provided the disclosing party is given reasonable prior notice to seek protective relief.

GOVERNING LAW

This Document shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Venue for any action arising out of this Document shall lie in the appropriate state or federal court in that State.

ENTIRE AGREEMENT

This Material Selection Document, together with any referenced purchase orders or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Supplier shall maintain insurance customary for its trade and name Client as additional insured where required by contract documents. Nothing in this Document shall be construed to create a partnership or joint venture. If any provision is held invalid, the remaining provisions will remain in full force and effect.

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