Miscellaneous Finials Template

MISCELLANEOUS FINIALS TEMPLATE

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

Provider: , a business organized as , with principal place of business at:

Client: , a business organized as , with principal place of business at:

WHEREAS

WHEREAS, Provider designs, manufactures and supplies decorative finials, caps and related ornamental hardware (Finials) and represents that it has the experience, personnel, facilities and expertise to supply and, if required, install the Finials in accordance with industry standards; and

WHEREAS, Client desires to procure certain Finials and related services from Provider under the terms and conditions set forth in this Agreement for the project or locations identified in the Scope of Work; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the manufacture, delivery, and, if applicable, installation of the Finials.

SCOPE OF WORK

Provider shall perform the work and supply the goods described below in accordance with the specifications, drawings and schedules agreed by the parties. Provider shall perform all work in a professional and workmanlike manner and in compliance with applicable codes and standards.

PAYMENT TERMS

Client shall pay Provider for the goods and services described in the Scope of Work in accordance with the following terms. All monetary amounts are stated in lawful currency of the United States unless otherwise agreed in writing.

Provider shall issue invoices in accordance with the Payment Schedule. Unless otherwise specified, payments are due within thirty (30) days of invoice date. Disputed amounts must be notified in writing within ten (10) days of receipt of invoice; undisputed amounts remain payable pursuant to the terms above. Client shall be responsible for all applicable taxes and duties, except Provider's income taxes.

TERM AND TERMINATION

This Agreement commences on and continues until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for the other's material breach if the breaching party fails to cure the breach within the notice period specified above after receipt of written notice. Either party may terminate for insolvency, bankruptcy, or the cessation of business operations by the other party, effective upon written notice. Termination shall not relieve Client of the obligation to pay for goods or services delivered and accepted prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including design drawings, specifications, pricing, and proprietary manufacturing methods. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees or contractors with a need to know and subject them to confidentiality obligations at least as protective as this Agreement; and (c) take reasonable measures to protect confidentiality.

Confidentiality obligations do not apply to information that: (i) is or becomes public through no fault of the receiving party; (ii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; (iii) is rightfully received from a third party without restriction; or (iv) is required to be disclosed by law, provided that the receiving party gives prompt notice and cooperates to seek protective measures. Confidentiality obligations survive termination of this Agreement for a period of .

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen forum for any dispute arising out of or relating to this Agreement.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving the original intent insofar as possible.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing, and shall be effective upon personal delivery, confirmed electronic transmission, or three (3) days after deposit with the United States Postal Service, postage prepaid.

Counterparts and Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original, and may be executed by electronic signature with the same force and effect as an original signature.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth above.

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