Miscellaneous Shutters Deck

MISCELLANEOUS SHUTTERS DECK SERVICE AGREEMENT

This General Business Agreement ("Agreement") is entered into on Effective Date: by and between Contractor Name: (referred to as "Contractor") and Client Name: (referred to as "Client"). Contractor and Client are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Client desires to retain Contractor to supply and install shutters, related hardware, and incidental deck modifications as necessary for the Project described herein; and

WHEREAS, Contractor represents that it has the skill, experience, equipment, and licensing to perform the work in a professional manner consistent with industry standards for exterior shutters and deck-related installations; and

WHEREAS, the Parties wish to set forth the terms and conditions governing Contractor's performance, payment, confidentiality, and dispute resolution.

SCOPE OF WORK

Contractor shall perform the work in accordance with the detailed scope above, including furnishing all labor, materials, tools, equipment, permits, and supervision necessary to complete the shutter supply, installation, and any deck modifications expressly set forth. Any changes to the scope shall be made only by written Change Order signed by both Parties, which shall specify adjustments to price and schedule.

PAYMENT TERMS

Deposit due on or before:

Late Payment: Unpaid amounts shall accrue interest at a rate of on the outstanding balance, and Client shall pay any collection costs and reasonable attorneys' fees incurred by Contractor to obtain payment. All payments are due in United States dollars unless otherwise agreed in writing.

Taxes and Withholdings: Unless otherwise stated, the Total Contract Amount does not include any sales, excise, use, value-added, or other taxes; Client shall be responsible for such taxes where applicable. If the law requires withholding, Client will withhold and remit amounts required and provide Contractor with evidence of such remittance.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until Completion Date: unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either Party may terminate this Agreement upon written notice if the other Party materially breaches its obligations and fails to cure the breach within days after receiving written notice specifying the breach. Termination for Convenience: Client may terminate for convenience upon providing days' prior written notice to Contractor; in such event Contractor shall be paid for work performed and materials procured to the date of termination, including reasonable demobilization costs.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial, and project information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential. Exclusions: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving Party, was already known to the receiving Party, or is rightfully received from a third party without breach of an obligation of confidentiality.

Obligation: The receiving Party shall (i) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, (ii) use Confidential Information solely for performance under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, subcontractors, or professional advisors who have a need to know and are bound to confidentiality obligations at least as protective as those contained herein.

Duration: Confidentiality obligations survive termination of this Agreement for a period of years, except for trade secrets which shall remain confidential for so long as they qualify as trade secrets under applicable law.

WARRANTIES AND LIMITATIONS

Contractor warrants that materials supplied will be new (unless otherwise stated) and that workmanship will conform to industry standards for a period of months from the date of completion. Remedies: Contractor's obligation under this warranty shall be, at Contractor's option, to repair or replace defective workmanship or materials. This warranty does not apply to damage caused by abuse, misuse, neglect, normal wear and tear, or modifications not authorized by Contractor.

Limitation of Liability: Except for willful misconduct or gross negligence, neither Party shall be liable to the other for incidental, consequential, special, or punitive damages. Contractor's aggregate liability under this Agreement shall not exceed the Total Contract Amount paid by Client to Contractor under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

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 and Jurisdiction: The Parties submit to the exclusive jurisdiction of the state and federal courts located in for any action arising out of or relating to this Agreement.

Prior to initiating litigation, the Parties agree to submit any dispute to good faith negotiation and, if unresolved within thirty (30) days, to non-binding mediation conducted in the agreed forum. Nothing in this section precludes either Party from seeking injunctive relief where necessary to prevent irreparable harm.

MISCELLANEOUS

Independent Contractor: Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Contractor shall be solely responsible for withholding taxes, workers' compensation, insurance, and all other obligations associated with its employees and subcontractors.

Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Contractor may assign receivables to a financial institution.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ENTIRE AGREEMENT

This Agreement, together with any written Change Orders executed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both Parties.

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