Miscellaneous Post & Panel Template

MISCELLANEOUS POST & PANEL TEMPLATE

This Miscellaneous Post & Panel Agreement ("Agreement") is entered into as of by and between ("Contractor") and ("Client").

RECITALS

WHEREAS, Contractor is engaged in the business of furnishing posts, panels and related installation services and has represented that Contractor has the necessary expertise, personnel and equipment to perform such services; and

WHEREAS, Client desires to engage Contractor to supply and install posts and panels at the location identified below, subject to the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement set forth the entire understanding between them concerning the supply and installation of posts and panels and supersede prior discussions and proposals.

PROJECT IDENTIFICATION

SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment, supervision and services necessary to supply and install posts and panels in accordance with this Agreement and applicable industry standards. Specific tasks include but are not limited to the items described below; Contractor shall perform work in a professional and workmanlike manner and obtain any permits required for performance unless otherwise agreed in writing.

PAYMENT TERMS

Client shall pay Contractor for the services and materials described in this Agreement in accordance with the following terms.

Any amount not paid when due shall bear interest at the lesser of (i) or (ii) the maximum rate permitted by law, and Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Contractor in the collection of overdue amounts. A late fee of will apply if payment is not received within days after invoice due date.

TERM & TERMINATION

This Agreement shall commence on and shall continue until completion of the work or until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no less than days prior to the effective date of termination. Upon termination for convenience, Contractor shall be entitled to payment for work performed and materials procured to the date of termination, less any setoffs permitted by law or this Agreement.

Either party may terminate this Agreement for material breach by the other if the breaching party fails to cure the breach within fourteen (14) days after receipt of written notice specifying the breach, provided that certain breaches that cannot reasonably be cured within fourteen (14) days shall be given additional time if the breaching party has commenced cure and diligently prosecutes such cure.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other in connection with the performance of this Agreement, including pricing, technical data, designs, and business information. Each party shall (i) hold Confidential Information of the other party in strict confidence, (ii) use such Confidential Information only for purposes of performing under this Agreement, and (iii) not disclose such Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by obligations of confidentiality no less protective than those set forth herein.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

LIMITATION OF LIABILITY & INSURANCE

Except to the extent caused by willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of or related to this Agreement. Contractor shall maintain insurance customary for the industry, including commercial general liability and workers' compensation coverage, and shall provide certificates of insurance upon request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of this Agreement.

ENTIRE AGREEMENT

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

NOTICES

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. Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign to an affiliate or to a successor in interest by merger or sale of substantially all assets.

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