Miscellaneous Primary Suite

Miscellaneous Primary Suite Agreement

This Agreement is entered into by and between Client Name: , located at (the "Client"), and Service Provider Name: , located at (the "Provider").

Recitals

WHEREAS, the Provider is engaged in the business of providing improvements, design and coordination services for primary suite projects, including but not limited to planning, procurement, installation coordination, and warranty oversight; and

WHEREAS, the Client desires to engage the Provider to perform services in connection with the Client's primary suite (the "Project"), and the Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to define the scope, payment, confidentiality and termination rights applicable to the Project.

Scope of Work

Payment Terms

Total Fee: $ . The Client agrees to pay the Provider in accordance with the schedule set forth below.

Invoices will be due within days of invoice date. Late payments shall bear interest at the lesser of the rate of per month or the maximum rate permitted by law. In addition to interest, the Client shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall (a) use Confidential Information solely for performance under this Agreement; (b) limit disclosure to those employees, subcontractors, and agents with a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

Representations, Warranties and Indemnification

Each party represents that it has full power and authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Provider's sole obligation for breach of the foregoing warranty shall be to re-perform nonconforming services. Each party shall indemnify and hold harmless the other against claims, liabilities, losses and expenses arising from the indemnifying party's breach of this Agreement or negligence, except to the extent caused by the indemnitee's own gross negligence or willful misconduct.

Entire Agreement; Amendment

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

Notices

Additional Provisions

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or obligations without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all its assets.

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