Miscellaneous Galvanized Posts

MISCELLANEOUS GALVANIZED POSTS AGREEMENT

This Agreement is entered into between Client Name: and Contractor Name: (collectively, the Parties).

WHEREAS

WHEREAS, the Client requires supply and/or installation of miscellaneous galvanized posts for Client's property or project as further described herein; and

WHEREAS, the Contractor is engaged in the business of manufacturing, supplying and installing galvanized metal posts and has represented that it possesses the skill, personnel and equipment necessary to perform the work described in this Agreement; and

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

1. SCOPE OF WORK

Contractor shall supply, deliver and, if specified, install galvanized posts in accordance with the specifications and quantities set forth below and perform all work in a professional manner consistent with industry standards. The Contractor shall obtain all permits and comply with all applicable laws, codes and regulations in performing the work unless otherwise agreed in writing.

2. PAYMENT TERMS

Client shall pay Contractor for the performance of the Scope of Work the total Contract Amount set forth below in accordance with the Payment Schedule. All amounts are in U.S. dollars unless otherwise specified.

All invoices shall reference this Agreement and include reasonable supporting documentation for materials delivered and work performed. Client's failure to pay undisputed amounts when due shall entitle Contractor to suspend performance after five (5) days' written notice.

3. TERM AND TERMINATION

The term of this Agreement commences on Start Date: and continues until End Date: unless earlier terminated under this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered not less than Notice Period (days): days prior to the intended termination date. Either Party may terminate for material breach if the breaching Party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Contractor for all work performed and materials delivered up to the effective date of termination, together with any reasonable demobilization costs and storage charges for materials accepted by Client.

4. CONFIDENTIALITY

Each Party shall hold in confidence and not disclose to any third party any non-public business, technical or financial information of the other Party that is designated in writing 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 does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement, (b) was in the receiving Party's possession prior to disclosure by the disclosing Party, (c) is received from a third party having the right to disclose it, or (d) is independently developed without use of the disclosing Party's Confidential Information.

The obligations of confidentiality will survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which protection will continue as permitted by applicable law.

5. WARRANTIES; LIABILITY

Contractor warrants that materials supplied shall be of good quality and conform to the specifications in this Agreement for a period of ninety (90) days from acceptance, except for ordinary wear and tear. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Contractor's total liability for any claim arising out of or relating to this Agreement shall not exceed the total Contract Amount paid by Client to Contractor under this Agreement.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. Venue for any dispute arising under this Agreement shall be in the state or federal courts located in the county where Client's principal place of business is located, unless the Parties agree otherwise in writing.

7. ENTIRE AGREEMENT

This Agreement, including any attachments or schedules signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, representations and understandings, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

8. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below or to such other address as either Party may designate in writing. Notice is effective upon receipt.

9. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. The Parties are independent contractors and nothing herein shall create an employment, agency or partnership relationship. The Parties acknowledge that they have read and understand this Agreement and have the authority to enter into it.

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