Miscellaneous Full Height Remake

MISCELLANEOUS FULL HEIGHT REMAKE — GENERAL BUSINESS AGREEMENT

Parties

This Agreement is entered into on (the Effective Date) by and between:

Recitals

WHEREAS, Client desires to engage Contractor to perform certain design, development, renovation, fabrication, or installation services described in this Agreement; and

WHEREAS, Contractor represents that it has the necessary experience, personnel and resources to perform such services in a professional manner and in accordance with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows.

Scope of Work

Contractor shall provide all labor, materials, equipment, supervision and services necessary to perform the work described below. The Scope may include design, demolition, procurement, fabrication, installation, testing, and commissioning as applicable.

Payment Terms

Client shall pay Contractor for the performance of the Scope of Work as follows:

Any undisputed amount not paid within days after the due date shall accrue interest at the lesser of per month or the maximum rate permitted by law. Client is responsible for all collection costs, including reasonable attorneys' fees, for delinquent payments.

Term and Termination

This Agreement commences on the Effective Date and continues until completion of the Scope of Work or until terminated as provided herein.

Start Date:    End Date:

Either Party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause may be immediate upon written notice if the other Party materially breaches any obligation and fails to cure within 14 days after receipt of written notice specifying the breach. Upon termination, Client shall pay Contractor for work performed and reasonable close-out costs incurred through the effective date of termination.

Confidentiality

For the purposes of this Agreement, Confidential Information means all non-public, proprietary or business information disclosed by one Party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Recipient shall (i) use Confidential Information solely for performing obligations under this Agreement; (ii) restrict disclosure to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (iii) maintain the confidentiality of such information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that is (a) or becomes publicly available other than through a breach of this Agreement, (b) already known to Recipient without obligation of confidentiality, (c) independently developed by Recipient without use of Confidential Information, or (d) required to be disclosed by law or a valid order of a court or governmental agency, provided Recipient gives prompt notice and cooperates with the disclosing Party to seek protective measures.

Warranties; Indemnity; Limitation of Liability

Contractor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of 90 days following substantial completion. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Each Party shall indemnify and hold harmless the other Party from third-party claims arising from its negligent acts or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Insurance and Compliance

Contractor shall maintain insurance customary for the type of work performed, including commercial general liability and workers' compensation as required by law. Contractor shall comply with all applicable laws, regulations, codes and permit requirements in performing the Scope of Work.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, disputes shall be resolved by binding arbitration before a single arbitrator in accordance with the rules agreed by the Parties, and judgment upon the award may be entered in any court having jurisdiction.

Entire Agreement; Amendments

This Agreement, including exhibits and documents incorporated by reference, 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, modification or waiver shall be effective unless in writing and signed by authorized representatives of both Parties.

Severability; Assignment

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Contractor may assign receivables.

Additional Provisions

Any attachments, drawings, specifications or change orders signed by both Parties shall be incorporated into this Agreement. Time is of the essence with respect to all material obligations under this Agreement.

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