Miscellaneous Door Faces

MISCELLANEOUS DOOR FACES AGREEMENT

Parties and Recitals

This Agreement is made effective as of (Effective Date), by and between Client Name: , and Contractor Name: .

WHEREAS, Client desires to purchase and/or have installed miscellaneous door faces and related accessories for the premises located at (Project Address); and

WHEREAS, Contractor represents that Contractor has the skill, experience and resources to furnish materials and perform services for the manufacture, finishing, delivery and installation of door faces as described in this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will supply and, if applicable, install door faces for Client.

Scope of Work

Work shall include procurement of materials, fabrication to specified dimensions, finishing as specified, delivery to Project Address, and installation where so elected by the parties. Contractor shall comply with applicable codes and good industry practice. All alterations to the Scope of Work shall be set forth in a written Change Order signed by both parties.

Itemized Door Face Schedule

Complete the following itemization for all door faces included under this Agreement.

Payment Terms

Client shall pay Contractor the Aggregate Contract Price in accordance with the following schedule:

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall incur a late fee of per month on the outstanding balance, or the maximum rate permitted by law if less. Client shall also reimburse Contractor for collection costs and attorney fees incurred to enforce payment obligations.

Delivery, Acceptance and Warranty

Delivery shall be FOB Project Address unless otherwise agreed. Client shall inspect delivered door faces within days of delivery and provide written notice of any defects. Failure to provide timely written notice constitutes acceptance.

Contractor warrants that door faces supplied under this Agreement will be free from defects in material and workmanship for a period of months from acceptance. Contractor's sole obligation under this warranty shall be repair or replacement of defective items, at Contractor's election.

Term and Termination

This Agreement commences on the Effective Date and shall continue until completion of the Scope of Work or until , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice. Upon termination, Client shall pay Contractor for work performed and materials ordered prior to termination, subject to any offsets for Contractor default.

Confidentiality

Each party agrees that Confidential Information disclosed by the other party shall be used solely for the performance of this Agreement and shall not be disclosed to third parties without prior written consent, except as required by law. "Confidential Information" includes designs, drawings, technical specifications, pricing, and business terms but does not include information that is publicly available through no breach of this Agreement or independently developed by the receiving party.

The obligations set forth in this Confidentiality section shall survive termination of this Agreement for a period of years.

Indemnity and Insurance

Contractor shall indemnify and hold harmless Client from liabilities, claims, and expenses arising from Contractor's negligent acts or omissions in performance of the Work, except to the extent caused by Client's negligence. Contractor shall maintain commercial general liability insurance and, where applicable, workers' compensation insurance, with limits customary for the industry.

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 attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, the parties may pursue remedies in a court of competent jurisdiction located in the governing state.

Entire Agreement; Amendments

This Agreement, including any exhibits and signed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except that Contractor may assign to a successor in interest in connection with a sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses set forth below.

Acceptance

By signing below, the persons executing this Agreement represent and warrant that they have the authority to bind the party on whose behalf they sign and that they have read and understand all terms and conditions of this Agreement.

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