Miscellaneous Exterior Revised Template

MISCELLANEOUS EXTERIOR REVISED TEMPLATE

This General Business Agreement (the "Agreement") is entered into as of by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client requires exterior services including but not limited to inspection, repair, maintenance, and construction related to exterior surfaces and improvements (the "Exterior Work"); and

WHEREAS, Contractor represents that it possesses the skill, experience, personnel, and necessary licenses and insurance to perform the Exterior Work in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the Exterior Work for Client.

SCOPE OF WORK

Contractor shall provide the Exterior Work as described below. Contractor shall furnish all labor, materials, tools, equipment, supervision, and transportation necessary to complete the work in accordance with the terms of this Agreement and any attached specifications.

PAYMENT TERMS

Client shall pay Contractor the total contract sum equal to (the "Contract Price"), subject to adjustments for approved change orders, as provided below.

Any undisputed amount not paid within days of the invoice due date shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as set forth herein.

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. Client may terminate for convenience upon providing days' prior written notice, subject to payment for work performed and reasonable demobilization costs.

CONFIDENTIALITY

Each party shall maintain in strict confidence all proprietary or non-public information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is (a) already known by the receiving party without restriction, (b) publicly available through no fault of the receiving party, (c) rightfully obtained from a third party without breach of an obligation of confidentiality, or (d) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose Confidential Information except to its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Upon termination or written request, all Confidential Information shall be returned or destroyed, and written certification of such destruction shall be provided upon request.

INSURANCE AND INDEMNIFICATION

Contractor shall maintain insurance customary for the industry, including commercial general liability and workers' compensation as required by law, with minimum coverages to adequately protect Client and Contractor against claims arising out of the performance of the Exterior Work. Contractor shall provide certificates of insurance upon request.

Contractor agrees to indemnify, defend and hold harmless Client and its officers, directors, and employees from and against all claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Contractor's negligence or willful misconduct in the performance of the Exterior Work.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or such other addresses as the parties may specify in writing.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if the parties mutually agree, or otherwise in the state or federal courts located within the governing state.

ENTIRE AGREEMENT

This Agreement, including all attachments and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor further warrants that all materials and workmanship provided under this Agreement shall be of good quality and in conformance with applicable codes and industry standards.

ADDITIONAL TERMS

Individual Corporation Limited Liability Company Other

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