Miscellaneous Column Wraps Document

MISCELLANEOUS COLUMN WRAPS AGREEMENT

This Miscellaneous Column Wraps Agreement (the Agreement) is entered into by and between:

Effective Date:

RECITALS

WHEREAS, Client owns or controls the property located at: (Project Site), and desires the design, fabrication and installation of protective or decorative column wraps;

WHEREAS, Contractor is engaged in the business of manufacturing and installing column wraps and represents that Contractor has the technical skill, equipment and personnel to perform the work described in this Agreement;

WHEREAS, Client and Contractor desire to set forth their agreement regarding the Scope of Work, payment, term, confidentiality, and other terms and conditions governing the Project.

SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment, permits and supervision necessary to design, fabricate, deliver and install column wraps as described below and in any attached drawings or specifications. Contractor's obligations include site protection, cleanup and timely coordination with other trades as required for installation.

Change orders: Any changes to the Scope of Work shall be authorized in writing by Client and Contractor and shall specify the change in scope, adjustment in compensation, and any change to the schedule. Contractor shall not proceed with changed work without an executed change order.

PAYMENT TERMS

Total Contract Price: $

Final Payment: Final payment shall be due upon completion of installation, acceptance by Client in accordance with the Acceptance Criteria stated above, and delivery of any required lien waivers and final invoice.

Taxes and duties: Client shall be responsible for any sales, use or similar taxes applicable to the materials and services, unless Contractor is required by law to collect such taxes in which case taxes will be shown on Contractor's invoice and paid by Client.

TERM AND TERMINATION

Commencement Date: . Expected Substantial Completion Date:

Termination for Cause: Either party may terminate this Agreement if the other party materially breaches any provision and fails to cure the breach within the notice period specified above. Termination shall not relieve the breaching party of liability for damages or obligations accrued prior to termination.

Effect of Termination: Upon termination, Client shall pay Contractor for work performed and materials purchased up to the date of termination, together with reasonable demobilization costs, less any amounts properly withheld under this Agreement.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement and shall not use such information except to perform its obligations hereunder. Confidential information does not include information that (i) is or becomes publicly known other than by breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

WARRANTIES, INSURANCE & INDEMNITY

Contractor warrants that materials and workmanship shall be free from defects for a period of months from the date of final acceptance. This warranty does not cover damage caused by misuse, abuse, structural movement, or normal wear and tear.

Insurance: Contractor shall maintain commercial general liability and workers' compensation insurance in amounts sufficient to cover its obligations under this Agreement. Client may request certificates of insurance prior to commencement of work.

Indemnification: Contractor shall indemnify and hold Client harmless from and against claims, liabilities, losses or damages to the extent resulting from Contractor's negligent acts or willful misconduct in the performance of the Work. Client shall indemnify Contractor for claims arising from Client's negligence or breaches 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 conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written change orders signed by both parties, 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. No amendment shall be binding unless in writing and signed by both parties.

NOTICES

Notices 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 in writing. Notices shall be effective upon delivery by hand, confirmed courier, or three (3) business days after deposit in the United States mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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