Miscellaneous Pole Sign Document

MISCELLANEOUS POLE SIGN DOCUMENT

Parties and Contact Information

Recitals

WHEREAS, Pole Owner, identified above, owns and controls certain utility poles and related structures located at the locations listed in Section 4 (each a Pole and collectively the Poles); and

WHEREAS, Advertiser desires to design, fabricate, install, operate and maintain a pole-mounted sign or signs (the Sign) on one or more of the Poles for the purpose of advertising, subject to the terms and conditions of this Agreement; and

WHEREAS, Pole Owner is willing to grant Advertiser a limited license to attach the Sign to designated Poles in accordance with the terms contained herein and any required permits, insurance and approvals.

Scope of Work

Advertiser shall perform the work described below in a professional manner in compliance with all applicable laws, codes and Pole Owner requirements. All work must be performed during reasonable hours and coordinated with Pole Owner to avoid interference with utility operations.

Installation Locations

The Sign shall be installed only on the Poles specifically identified and approved by Pole Owner. List of Pole locations (address or pole identifier) and any site-specific restrictions:

Payment Terms

Total consideration to be paid by Advertiser to Pole Owner for the license and related rights: $

Payment schedule (select or describe frequency and milestones):

A late fee of will be applied to any invoiced amount not paid within days of the invoice due date. Advertiser is responsible for all collection costs and reasonable attorneys' fees incurred by Pole Owner to enforce payment.

Permits, Approvals and Insurance

Advertiser shall obtain, at its sole cost and expense, any permits, licenses or approvals required by municipal or other authorities for the design, installation and operation of the Sign. Advertiser shall maintain commercial general liability insurance and, if applicable, workers' compensation and automobile liability insurance with limits reasonably acceptable to Pole Owner and shall name Pole Owner as an additional insured where required. Certificates evidencing insurance shall be delivered to Pole Owner prior to commencement of work.

Term and Termination

Term Start Date:     Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given no less than days prior to the desired termination date. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Maintenance, Removal and Restoration

Advertiser is responsible for ongoing maintenance of the Sign to ensure it remains safe, neat, and in good repair. Upon termination or expiration, Advertiser shall remove the Sign within days and restore the Pole and immediate surroundings to a condition substantially similar to that existing prior to installation, reasonable wear and tear excepted.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any non-public business or technical information disclosed by the other party that is designated in writing as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential information excludes information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) is independently developed by the receiving party without use of the disclosing party's confidential information; or (c) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party and cooperates to limit the scope of disclosure.

Indemnification

Advertiser shall indemnify, defend and hold harmless Pole Owner and its affiliates, officers and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Advertiser's installation, maintenance, operation or removal of the Sign, except to the extent caused by the gross negligence or willful misconduct of Pole Owner.

Compliance with Law

Advertiser shall at all times comply with applicable federal, state and local laws, ordinances, rules and regulations, including zoning, sign, environmental and safety regulations. Advertiser shall promptly correct any condition that violates applicable legal requirements or Pole Owner's reasonable safety standards.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. Notices shall be deemed given on the date of personal delivery or on the third business day after deposit with a nationally recognized overnight courier.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of . Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in state or federal courts located in that State, and the parties hereby submit to the jurisdiction of those courts.

Entire Agreement; Modification

This Agreement, including all attachments and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether oral or written. No modification, waiver or amendment of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing herein creates a partnership, joint venture or agency relationship. Advertiser may not assign this Agreement without the prior written consent of Pole Owner, which consent shall not be unreasonably withheld.

Acknowledgment

By executing below, the parties acknowledge that they have read and understand this Agreement, have the authority to bind the parties, and agree to be bound by its terms.

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