Miscellaneous Furniture Provision Document

MISCELLANEOUS FURNITURE PROVISION DOCUMENT

Provider Name:    Provider Address:

Client Name:    Client Address:

RECITALS

WHEREAS, Provider is engaged in the business of supplying, delivering and, where specified, installing furniture and related fixtures (the "Goods"); and

WHEREAS, Client desires to purchase and obtain delivery and optional installation of certain Goods from Provider under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties agree that the furnishing, delivery and, if applicable, installation will be performed in accordance with the Scope of Work, Payment Terms, and other provisions set forth below.

EFFECTIVE DATE

Effective Date:

SCOPE OF WORK

Provider shall furnish the Goods and perform services as described below, including delivery, assembly, and installation where indicated. Detailed description of the Goods, quantities, unit prices and any special instructions shall be set forth in the itemization table and the descriptive scope statement.

DELIVERY, INSTALLATION AND ACCEPTANCE

Estimated Delivery Date:

Installation Required:    Installation Completion Date (if applicable):

Acceptance Period: Client shall inspect Goods within days of delivery/installation and notify Provider in writing of any nonconformity. Absent timely notice, Goods will be deemed accepted.

PAYMENT TERMS

Contract Price (Total): $

Invoicing: Provider shall submit invoices in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt.

Late Payment: Overdue amounts shall bear interest at per month (or the maximum permitted by law), plus all costs of collection, including reasonable attorneys' fees.

Taxes: Unless otherwise stated, Contract Price excludes applicable sales, use or other transactional taxes, which Client shall pay or reimburse to Provider.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice specifying the breach.

Termination shall not relieve Client of obligation to pay for Goods delivered and accepted or for services performed prior to termination, nor shall it limit Provider's rights to recover other damages permitted by law.

CONFIDENTIALITY

Each party shall maintain in confidence and not disclose or use any nonpublic information marked confidential or which by its nature should reasonably be treated as confidential (the "Confidential Information"), except as necessary to perform under this Agreement or as required by law. Confidential Information does not include information that is or becomes generally known to the public other than through breach of this Agreement, or that is rightfully received from a third party without restriction.

Upon termination or request, each party shall return or destroy Confidential Information of the other party and certify such return or destruction in writing within days.

RISK OF LOSS; WARRANTY

Risk of loss for the Goods shall pass to Client upon delivery at the delivery location, except with respect to Goods installed by Provider, for which risk passes upon Provider's completion of installation. Provider warrants that Goods shall conform to the descriptions and specifications in this Agreement and shall be free from material defects in material and workmanship for a period of days from acceptance. Provider's sole obligation under this warranty shall be, at Provider's option, repair or replacement of defective Goods, or refund of the purchase price for such Goods.

INSURANCE AND INDEMNITY

Provider shall maintain commercial general liability insurance and, where applicable, workers' compensation insurance in amounts reasonable for the scope of work. Each party shall indemnify and hold harmless the other from and against third-party claims arising from its negligence or willful misconduct in connection with this Agreement, subject to applicable law and the indemnifying party's right to defend the claim.

AMENDMENT; ASSIGNMENT

This Agreement may be amended only by a written instrument executed by both parties. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's business assets.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties. Any dispute arising under this Agreement shall be resolved by binding arbitration or litigation as selected by the parties in a separate written agreement; absent such selection, disputes shall be subject to the exclusive jurisdiction of the courts located in the state where Provider maintains its principal place of business.

ENTIRE AGREEMENT

This Agreement (including the attached itemization and any executed purchase orders referenced herein) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, proposals and communications, whether written or oral. No course of dealing or trade usage shall modify any provision of this Agreement.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notices shall be deemed given upon personal delivery, three business days after deposit with the U.S. postal service, or upon delivery by email when receipt is confirmed in a follow-up written notice.

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