Miscellaneous Ferragem Document

MISCELLANEOUS FERRAGEM AGREEMENT

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

Client Name:

Vendor Name:

WHEREAS

WHEREAS, Client requires miscellaneous hardware, components, and related services identified collectively as "Ferragem" and desires to engage Vendor to provide such items and services on the terms set forth herein; and

WHEREAS, Vendor represents that it has the necessary expertise, personnel, and facilities to supply the Ferragem and to perform any agreed services in a professional and workmanlike manner and in compliance with applicable laws and industry standards; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the procurement, delivery, installation and payment for the Ferragem items and services.

SCOPE OF WORK

Vendor shall furnish all labor, materials, tools, equipment, supervision and transportation necessary to perform the Scope of Work and shall do so in accordance with the schedule and quality standards set forth in this Agreement. Any changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties.

PAYMENT TERMS

Total Contract Price:

Payments shall be made in lawful currency to the payee nominated by Vendor. Unless otherwise agreed in writing, invoices are due within days of receipt. Vendor shall submit itemized invoices referencing project identifiers and any applicable purchase order numbers.

Late Payment: Any undisputed amount not paid by the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the due date until payment in full. Client must notify Vendor in writing of any disputed portion of an invoice within ten (10) days of receipt; the undisputed portion remains payable.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and continue until the End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience by providing written notice to the other party not less than days prior to the effective termination date. Either party may terminate immediately for material breach that is not cured within fourteen (14) days following written notice of breach, or immediately for insolvency or appointment of a receiver for the other party.

Upon termination, Client shall pay Vendor for all work performed and materials furnished up to the effective date of termination, including any reasonable demobilization costs actually incurred.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information that a disclosing party designates as confidential or that, under the circumstances of disclosure, a reasonable person would understand to be confidential. Each receiving party shall: (i) use Confidential Information solely for the purposes of performing its obligations hereunder; (ii) restrict disclosure to those employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) exercise at least a reasonable degree of care to protect Confidential Information from unauthorized disclosure.

Confidential Information excludes information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) was known prior to disclosure as demonstrated by written records; or (d) is independently developed without use of the other party's Confidential Information. If disclosure is required by law, the receiving party shall provide prompt written notice to the disclosing party and, where permitted, cooperate in seeking a protective order.

WARRANTIES AND LIMITATIONS

Vendor warrants that materials supplied shall conform to the agreed specifications and shall be free from defects in workmanship for a period of ninety (90) days from delivery, unless a different warranty period is expressly stated in writing. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, VENDOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental, consequential, punitive or special damages, and in no event shall either party's aggregate liability exceed the total amount paid or payable under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written change orders or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses stated above, or to such other address as a party may designate by written notice. Notices shall be deemed given when personally delivered, sent by certified mail return receipt requested, or sent by nationally recognized overnight courier.

ADDITIONAL PROVISIONS

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