Miscellaneous Headers & Sills Template

MISCELLANEOUS HEADERS & SILLS TEMPLATE

Parties and Recitals

This General Business Agreement (the Agreement) is made between Client Name: and Contractor Name: .

WHEREAS, Client requires fabrication, supply and/or installation of headers and sills at the project location: Project Address: ; and

WHEREAS, Contractor represents that it has the necessary experience, personnel, materials and licenses to perform the services described in this Agreement in a professional manner in accordance with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform such services and Client will compensate Contractor.

Scope of Work

Contractor shall perform the work described below in a good and workmanlike manner in accordance with the specifications, drawings and materials described. The Scope of Work shall include fabrication, finishing and installation of headers and sills, on-site measurements, coordination with other trades, and cleanup. Specific performance requirements, quantities and tolerances are set forth as follows.

Payment Terms

Client shall pay Contractor the amounts specified below in consideration for the complete performance of the Scope of Work. All invoices shall reference this Agreement and the Project Address. Unless otherwise stated, amounts are exclusive of applicable taxes.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above. Termination does not relieve Client of payment obligations for work performed prior to termination, including reasonable demobilization and material costs.

Change Orders

Any change to the Scope of Work, materials, quantities, schedule or price must be documented in a written change order signed by both parties. Change orders may affect price and delivery schedule; Contractor shall not be required to perform changes without a signed change order.

Inspection, Acceptance and Warranty

Upon completion of installation, Client shall inspect the work within Inspection Period: and shall promptly notify Contractor in writing of any claimed defects. Contractor warrants that materials and workmanship shall be free from defects for Warranty Period: . Warranty remedies are limited to repair or replacement at Contractor's option unless otherwise required by law.

Confidentiality

Each party shall maintain in confidence proprietary or confidential information disclosed by the other party in connection with this Agreement and shall not use such information for any purpose other than performance under this Agreement. Confidential information does not include information that is or becomes publicly available other than by breach of this Agreement, independently developed without use of the other's confidential information, or rightfully received from a third party without restriction.

Indemnity and Insurance

Contractor shall defend, indemnify and hold harmless Client from liabilities, claims, damages and expenses arising from Contractor's negligent acts or omissions in performing the work. Contractor shall maintain commercial general liability and worker's compensation insurance in amounts customary for the trade and shall provide proof of insurance upon Client's request.

Limitation of Liability

Except for liability resulting from gross negligence or willful misconduct, neither party shall be liable to the other for indirect, incidental, special or consequential damages. Contractor's aggregate liability for any claim arising out of this Agreement shall not exceed the total amount actually paid by Client to Contractor under this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of . The parties agree to attempt good faith negotiation of disputes prior to initiating litigation; if litigation is necessary, venue shall be in the county where the Project Address is located unless otherwise agreed.

Entire Agreement

This Agreement, together with any attached specifications, drawings and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

The parties are independent contractors. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets. If any provision is held unenforceable, the remainder shall remain in full force and effect.

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