Miscellaneous Doors and Hardware Template

MISCELLANEOUS DOORS AND HARDWARE AGREEMENT

This Miscellaneous Doors and Hardware Agreement (the Agreement) is made effective as of by and between:

RECITALS

WHEREAS, Client desires the supply and, if elected, the installation of miscellaneous doors, frames, thresholds, hardware, and associated accessories at the project location identified below (the Project); and

WHEREAS, Contractor represents that it is experienced, properly licensed and qualified to supply and install doors and hardware and to perform all work in accordance with applicable codes, industry standards, and the specifications set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will furnish materials and perform services for the Project.

PROJECT

SCOPE OF WORK

Contractor shall furnish all labor, materials, tools, equipment, supervision and incidental items necessary to complete the following scope of work in a professional and workmanlike manner in accordance with the specifications and drawings agreed by the parties.

The foregoing scope includes, but is not limited to, supply of approved door types, frames, specified hardware sets (locks, closers, thresholds), installation, adjustment, finish touch-up, and final cleanup. Contractor shall coordinate with other trades and shall comply with jobsite safety and access requirements.

ITEMIZED MATERIALS (EXAMPLE)

Item 1 — Description / Model:

Item 2 — Description / Model:

PAYMENT TERMS

The total contract price for the goods and services described herein shall be:

All sums due under this Agreement shall be payable within the timeframes set forth above. Unpaid amounts shall bear interest at the lesser of (a) the maximum rate permitted by applicable law or (b) % per month, calculated from due date until paid in full. Contractor may suspend performance for nonpayment following ten (10) days' written notice.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until completion of the Scope of Work or until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause shall be permitted where a party materially breaches any obligation and fails to cure within fifteen (15) days after written notice of such breach, or within such longer period as may be reasonably required to cure provided the breaching party commences cure within the 15-day period and proceeds diligently.

CONFIDENTIALITY

Each party shall hold confidential all proprietary or non-public information disclosed by the other party that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is publicly known, independently developed without use of the other party's confidential information, or lawfully obtained from a third party without restriction.

The receiving party shall not disclose confidential information to third parties except to those employees, subcontractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidentiality obligations shall survive termination of this Agreement for years.

WARRANTY; INSPECTION; INDEMNITY

Contractor warrants that supplied materials will be new and free from defects in materials and workmanship for a period of months from substantial completion, unless otherwise specified in writing. Warranty obligations are limited to repair or replacement at Contractor's option, provided Client gives prompt written notice of claimed defects.

Contractor shall maintain insurance customary for the trade and shall indemnify and hold Client harmless from claims, damages, losses and expenses arising out of Contractor's negligent performance, to the extent caused by Contractor, its employees or subcontractors.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives of the parties. If unresolved within forty-five (45) days, disputes shall be resolved by binding arbitration in accordance with the chosen rules of arbitration, and judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits, specifications, and attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, to the addresses provided above or to such other address as either party may designate by notice to the other.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign to an affiliate or in connection with a sale of substantially all of its assets. The parties acknowledge that they have had the opportunity to be represented by counsel.

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