Miscellaneous Polycoat Agreement

MISCELLANEOUS POLYCOAT AGREEMENT

This Miscellaneous Polycoat Agreement ("Agreement") is entered into as of Effective Date: by and between Polycoat Provider: and Client Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of surface preparation, polycoat application, and related finishing services and possesses the experience, equipment, and personnel necessary to perform the polycoat services described herein; and

WHEREAS, Client desires to retain Provider to perform polycoat application services on the items and at the locations described in this Agreement, and Provider is willing to perform such services on the terms and conditions set forth below.

WHEREAS, the parties intend for this Agreement to govern the performance, payment, confidentiality, and other obligations between them with respect to the polycoat services.

SCOPE OF WORK

Provider shall furnish all labor, materials, equipment, supervision, and services necessary to perform the polycoat work described below in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Client shall pay Provider for the services described in the Scope of Work in accordance with the following payment terms.

Unless otherwise agreed in writing, payments not received within days of invoice shall incur the late fee specified above and Provider may suspend performance until overdue amounts are paid.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days following written notice specifying the breach. Termination shall not relieve Client of obligation to pay for work performed and materials procured prior to termination.

CONFIDENTIALITY

Each party (the "Recipient") shall keep confidential and shall not disclose to any third party any Confidential Information received from the other party (the "Discloser") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes specifications, technical data, pricing, methods, trade secrets, and other proprietary information disclosed in writing or in a tangible form and marked confidential or, if disclosed orally, identified as confidential at the time of disclosure and reduced to writing within 30 days. The Recipient's obligations do not extend to information that: (a) is or becomes publicly available through no fault of Recipient, (b) was rightfully known to Recipient prior to disclosure, (c) is disclosed to Recipient by a third party without restriction, or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Upon termination or expiration of this Agreement, Recipient shall promptly return or destroy Discloser's Confidential Information and certify in writing its compliance upon request.

INSURANCE, INDEMNIFICATION, AND LIMITATION OF LIABILITY

Provider shall maintain commercial general liability and workers' compensation insurance in amounts customary for the industry and shall provide certificates of insurance upon Client's reasonable request. Provider agrees to indemnify, defend, and hold Client harmless from and against claims, damages, losses, and expenses arising out of Provider's performance of the Work to the extent caused by Provider's negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that state.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings, and negotiations. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses provided above by hand, certified mail, or overnight courier and shall be effective upon receipt.

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