Metal Concepts Document

METAL CONCEPTS DOCUMENT

This General Business Agreement ("Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Party A provides metal fabrication, finishing, and related consulting services and possesses the experience, personnel, equipment and facilities to perform the services described in this Agreement; and

WHEREAS, Party B desires to retain Party A to perform certain services related to the design, fabrication and delivery of metal components and assemblies for the project titled under the terms and conditions set forth below; and

WHEREAS, the parties intend that this Agreement set forth their entire understanding with respect to the subject matter herein.

SCOPE OF WORK

Party A shall furnish all labor, materials, equipment and supervision necessary to perform the fabrication, finishing, inspection and delivery of the items and services described below. Deliverables will conform to specifications mutually agreed in writing and any project drawings and schedules appended to this Agreement.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Party B shall pay Party A the amounts and in the manner set forth below. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Invoices shall be due and payable within days of invoice date. Late payments shall incur interest at the rate of compounded monthly, or the highest rate permitted by law, whichever is lower. Party B shall also reimburse reasonable collection costs, including attorneys' fees, for delinquent amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice of the breach. Additionally, Party B may terminate for convenience upon days' advance written notice; in such case Party B shall pay Party A for work performed and reasonable, documented costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") may obtain confidential or proprietary information of the other party (the "Disclosing Party") in connection with the performance of this Agreement. "Confidential Information" includes trade secrets, technical data, pricing, designs, drawings, manufacturing processes, and other non-public business or technical information marked or identified as confidential or which should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound to confidentiality obligations no less protective than those herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, that is rightfully received from a third party without restriction, or that is independently developed without use of Confidential Information.

The confidentiality obligations set forth herein shall continue for a period of years following termination or expiration of this Agreement.

GOVERNING LAW

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. The parties consent to the exclusive jurisdiction and venue of state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Party A may assign to an affiliate or in connection with a sale of substantially all of its assets. Waiver of any breach shall not constitute a waiver of any subsequent breach. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The parties acknowledge that they have read and understand this Agreement, that they have authority to bind their respective organizations, and that by signing below they intend to be legally bound.

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