Miscellaneous Black Soapstone Document

MISCELLANEOUS BLACK SOAPSTONE AGREEMENT

This Agreement is made as of Month: Day: Year: .

RECITALS

WHEREAS, Client seeks to procure black soapstone material and related fabrication and installation services for commercial or residential use (the "Materials and Services"); and

WHEREAS, Contractor represents that Contractor has experience supplying, fabricating, finishing and delivering black soapstone and related stonework and has the capacity to perform the work described herein in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will supply, fabricate, deliver and, if applicable, install black soapstone in accordance with the Scope of Work below.

SCOPE OF WORK

Contractor shall provide all labor, materials, equipment and supervision necessary to procure, fabricate, finish, deliver and, if selected, install black soapstone in accordance with the specifications agreed by the parties. Specific tasks include procurement of material, template measurement, cutting, edge profiling, finishing, sealing, packing and delivery. Acceptance shall be subject to the Acceptance clause below.

PAYMENT TERMS

Client shall pay Contractor for the Materials and Services as set forth below. Payment obligations are unconditional except as expressly provided in this Agreement.

Final payment shall be due upon acceptance by Client or within days of delivery, whichever occurs later. Any amounts not paid when due shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Contractor may suspend performance for nonpayment after ten (10) days' written notice.

DELIVERY AND ACCEPTANCE

Delivery Location:

Client shall inspect Materials upon delivery and shall notify Contractor in writing of any non-conformity within days. Absent timely written notice, Materials shall be deemed accepted.

TERM AND TERMINATION

Term Start Date: Month: Day: Year:

Term End Date: Month: Day: Year:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of obligation to pay for delivered Materials or Services performed to the date of termination.

CONFIDENTIALITY

Each party will keep confidential all proprietary or non-public information disclosed by the other party in connection with this Agreement, including pricing, technical specifications, production methods, and trade secrets (collectively, "Confidential Information"). Confidential Information does not include information that is (a) already lawfully known to the receiving party without restriction, (b) publicly available through no fault of the receiving party, or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information. A party may disclose Confidential Information to comply with a lawful order of a court or governmental authority, provided the disclosing party gives prompt notice to the other party when permitted.

WARRANTIES; INDEMNIFICATION

Contractor warrants that materials supplied will conform to the agreed description and will be free from defects in material and workmanship for a period of months from acceptance, subject to normal wear and tear and proper maintenance. Contractor's sole obligation under this warranty will be to repair or replace non-conforming Materials at Contractor's option. Except as expressly provided, Materials and Services are provided "AS IS" and Contractor disclaims all other warranties to the fullest extent permitted by law.

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's negligence, willful misconduct or breach of this Agreement, subject to applicable limits of liability and insurance requirements.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict-of-law principles. The parties shall first attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If unresolved, the parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen state.

ENTIRE AGREEMENT

This Agreement, including any attachments and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, written or oral. No amendment or waiver will be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Notices required under this Agreement shall be given in writing and delivered to the addresses set forth above or such other address designated in writing by either party. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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