Miscellaneous Mirror Stilts

MISCELLANEOUS MIRROR STILTS – GENERAL BUSINESS AGREEMENT

This General Business Agreement (the "Agreement") is entered into as of the Effective Date set forth below by and between:

Client Name:    Address:

Supplier Name:    Address:

Effective Date:

WHEREAS

WHEREAS, Client desires to retain Supplier to provide mirror stilts, related fixtures, installation services, and any agreed-upon ancillary work described herein (the "Work"), and Supplier has the expertise and capacity to perform such Work in accordance with the terms of this Agreement;

WHEREAS, the parties intend that Supplier will design, fabricate, deliver, and, where applicable, install and test mirror stilts and associated components in accordance with the Scope of Work set forth below, and Client will compensate Supplier pursuant to the Payment Terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Supplier shall perform the Work described below. The Work shall include all labor, materials, tools, equipment, and supervision necessary for completion, unless explicitly excluded in writing.

PAYMENT TERMS

Total Contract Amount:

Payment Due Days from Invoice:    Late Fee:

All invoices shall state the work performed, applicable purchase order or authorization number if any, and any applicable taxes. Unless otherwise agreed in writing, Client is responsible for sales, use, value added or other taxes arising from the transaction; Supplier will itemize such taxes on invoices where required by law.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the proposed termination date.

Supplier may terminate immediately for material breach by Client that is not cured within thirty (30) days following written notice. Client may terminate in the event of Supplier's insolvency, appointment of a receiver, or material failure to perform. Upon termination, Client shall pay Supplier for all Work performed and materials purchased up to the effective date of termination, subject to offsets for Supplier's failure to perform.

CONFIDENTIALITY

Definition. "Confidential Information" means any information designated as confidential by a party or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including trade secrets, designs, specifications, pricing, and business plans related to mirror stilts.

Exclusions. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully known to the receiving party prior to disclosure without obligation of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Obligations. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, subcontractors, or professional advisors who have a need to know and who are bound by obligations no less restrictive than those set forth herein.

Return. Upon expiration or termination of this Agreement, or upon written request, the receiving party shall promptly return or destroy all Confidential Information and certify such return or destruction.

Remedies. The parties agree that any unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy; therefore, the disclosing party is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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 law principles. Venue for any action arising under this Agreement shall be the state or federal courts located in that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules, or written purchase orders expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous proposals, understandings, and agreements, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

Independent Contractor: Supplier is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

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