Miscellaneous Exterior Satin

MISCELLANEOUS EXTERIOR SATIN

Parties and Effective Date

This General Business Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client desires to engage Contractor to perform exterior surface preparation and application of a satin finish coating on the property located at (the "Property");

WHEREAS, Contractor represents that Contractor has the skill, personnel, insurance and equipment necessary to perform the work described in this Agreement in a professional and workmanlike manner under applicable trade standards;

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will provide exterior satin finish services and related materials to Client.

Scope of Work

Contractor shall furnish all labor, materials, equipment and supervision necessary to complete the following work (collectively, the "Work"):

Payment Terms

Contract Price: Client agrees to pay Contractor the total fixed price of (the "Contract Price"), subject to authorized change orders.

Late Payment: Any undisputed amount not paid within days of invoice shall accrue late charges at a rate of or the maximum permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs and attorney fees if payment is not made as required.

Schedule and Term

Estimated Commencement Date: . Estimated Completion Date: .

Term: The term of this Agreement begins on the Commencement Date and continues until the Work is completed in accordance with the terms hereof, unless earlier terminated in accordance with this Agreement.

Termination: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the Notice Period following written notice. In addition, Contractor may suspend performance for nonpayment after providing five (5) days' written notice. Upon termination, Client shall pay Contractor for all Work performed and materials purchased up to the date of termination.

Confidentiality

Definition: "Confidential Information" means nonpublic business, technical and financial information disclosed by either party to the other in connection with the Work, whether disclosed orally, in writing or by inspection, and includes pricing, materials specifications and trade practices.

Obligations: Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (c) use Confidential Information only to perform its obligations under this Agreement. The confidentiality obligations shall survive termination for years, except for information that is or becomes public through no wrongful act of the receiving party or that the receiving party is required to disclose by law.

Change Orders and Extra Work

Any changes to the Scope of Work shall be made only by written change order signed by both parties describing the change, the adjustment to the Contract Price, and any change to the schedule. Contractor shall not be obligated to perform changes without an executed change order.

Insurance; Compliance; Warranties

Contractor represents that Contractor maintains commercial general liability insurance and workers' compensation as required by law. Contractor warrants that all Work will be performed in a good and workmanlike manner consistent with trade practices for a period of from completion, excluding normal wear, misuse, or damage due to environmental conditions. Except for the express warranty set forth herein, Contractor disclaims all other warranties, express or implied.

Limitation of Liability

Except for claims arising from Contractor's gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, or punitive damages. Contractor's total liability for any claim related to this Agreement shall not exceed the total Contract Price paid by Client.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be resolved by the courts of that jurisdiction.

Entire Agreement; Severability

This Agreement, together with 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, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall not be affected and shall remain enforceable.

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