Miscellaneous Door Handles

GENERAL BUSINESS AGREEMENT — MISCELLANEOUS DOOR HANDLES

Effective Date:

Parties

Recitals

WHEREAS, Supplier represents that it is engaged in the business of supplying, finishing, and if applicable installing door hardware, including miscellaneous door handles, and has the requisite experience, skill and personnel to provide such products and services; and

WHEREAS, Buyer desires to purchase and/or retain Supplier to supply and, if elected, install miscellaneous door handles in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations regarding supply, delivery, inspection, payment and related services in a single, binding agreement.

Scope of Work

Supplier shall supply the miscellaenous door handles and perform related services as described below. Supplier shall perform the work in a professional manner consistent with industry standards and applicable codes.

Payment Terms

Contract Price: $ (the "Contract Price"), which is the total price for supply and any agreed services unless changed by a written change order.

Payment Schedule:

Late Payment: If Buyer fails to pay any undisputed amount when due, Buyer shall pay interest at the rate of on the overdue amount, calculated monthly until paid. Supplier reserves the right to suspend performance for nonpayment after written notice.

Delivery, Inspection and Acceptance

Delivery Terms: Supplier will deliver materials to the location(s) specified in the Scope of Work. Delivery dates are estimates; Supplier will use commercially reasonable efforts to meet agreed schedules.

Inspection and Acceptance: Buyer shall inspect delivered materials promptly and shall notify Supplier in writing of any defects or nonconformities within days of delivery. Failure to provide timely notice constitutes acceptance.

Warranties

Supplier warrants that materials furnished under this Agreement shall be free from defects in material and workmanship for a period of months from the date of delivery, subject to normal wear and misuse exclusions. Warranty remedies are limited to repair or replacement at Supplier's discretion.

Term and Termination

Term: This Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Buyer shall pay Supplier for all work performed and materials ordered prior to termination.

Termination for Cause: Either Party may terminate this Agreement upon written notice if the other Party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each Party shall hold in confidence and shall not disclose to any third party any Confidential Information of the other Party disclosed in connection with this Agreement. "Confidential Information" includes pricing, technical specifications, business information and trade secrets, but does not include information that: (a) is or becomes public through no fault of the recipient; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the recipient without use of the discloser's Confidential Information.

The obligations in this section shall survive termination or expiration of this Agreement for a period of years.

Indemnification and Insurance

Supplier shall indemnify and hold harmless Buyer from and against claims, liabilities, damages and expenses arising from Supplier's breach of this Agreement or Supplier's negligent performance. Buyer shall indemnify Supplier for claims arising out of Buyer's misuse or improper installation by third parties not engaged by Supplier.

Each Party shall maintain insurance sufficient to cover its obligations under this Agreement, including commercial general liability and, where applicable, workers' compensation insurance.

Changes and Change Orders

Any changes to the Scope of Work, materials, price or schedule shall be made only by a written change order signed by authorized representatives of both Parties. Supplier shall not be obligated to perform work beyond the original Scope without a signed change order.

Taxes and Compliance

Unless otherwise stated, the Contract Price does not include sales, use, excise or other taxes; Buyer is responsible for any taxes assessed on the transaction, except taxes based on Supplier's net income. Each Party shall comply with applicable laws, rules and regulations in performing its obligations.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties shall first attempt to resolve disputes in good faith through negotiation; if unresolved, disputes shall be resolved by binding arbitration in the governing state unless otherwise agreed in writing.

Entire Agreement

This Agreement, including all exhibits and any executed change orders, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations, proposals and representations, whether written or oral. No amendment shall be effective unless in writing and signed by both Parties.

Miscellaneous Provisions

Severability: If any provision is held invalid, the remainder shall remain in full force. Assignment: Neither Party may assign this Agreement without the other's prior written consent, except to an affiliate or successor in interest. Notices: Notices shall be given in writing to the addresses set forth above or to such other address as either Party designates in writing.

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