Miscellaneous Flat Panels Template

MISCELLANEOUS FLAT PANELS AGREEMENT

This Agreement is made as of Effective Date: , by and between Client Name: (the "Client") and Contractor Name: (the "Contractor"). Each of Client and Contractor may be referred to herein as a "Party" and together as the "Parties."

WHEREAS

WHEREAS, Contractor is engaged in the business of supplying, fabricating and, where applicable, installing flat panels and associated mounting hardware, and possesses the skill and capacity to perform the services described in this Agreement; and

WHEREAS, Client desires to procure certain flat panels and related services for the Project identified below in accordance with the terms and conditions set forth herein; and

WHEREAS, the Parties intend that this Agreement set forth the Parties' entire understanding concerning the supply and installation (if specified) of the flat panels and related deliverables.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Price: $

Deposit Amount: $    Final Payment Due Upon Completion: $

Late Payment: Any amount not paid within days of the due date shall accrue interest at or the maximum lawful rate, whichever is less. In addition, a late fee of $ may be charged for each late invoice.

TERM AND TERMINATION

Commencement Date:

Completion / Expiration Date:

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 specified above. Termination for convenience is permitted only if expressly agreed in writing and upon payment of Contractor's reasonable costs and unpaid work performed through the effective date of termination.

CONFIDENTIALITY

Each Party shall hold in strict confidence all non-public information disclosed by the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that is (a) already known to the receiving Party without obligation of confidentiality; (b) publicly available other than by the receiving Party's breach; (c) rightfully received from a third party without restriction; or (d) independently developed without use of the other Party's Confidential Information.

The receiving Party shall use Confidential Information only for the purpose of performing under this Agreement and shall not disclose such Confidential Information to any third party except to employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein. Upon termination or expiration of this Agreement, the receiving Party shall return or destroy Confidential Information as requested by the disclosing Party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that state for all disputes arising out of or relating to this Agreement.

INSURANCE; INDEMNIFICATION

Contractor shall maintain commercially reasonable insurance coverage customary for the scope of work, including commercial general liability and workers' compensation as required by law. Contractor shall indemnify and hold Client harmless from and against claims, liabilities and losses arising out of Contractor's negligence or willful misconduct in performing the Services, except to the extent caused by Client's negligence or willful misconduct.

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits and accepted purchase orders, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding except in a writing signed by authorized representatives of both Parties.

NOTICES

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