Miscellaneous Stone Moon Document

MISCELLANEOUS STONE MOON AGREEMENT

This General Business Agreement (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client engages Service Provider to perform specialized services relating to the design, procurement, fabrication, and limited installation of stone, masonry, and related materials for Client's project known as Stone Moon; and

WHEREAS, Service Provider represents that it has the experience, skill, personnel, and equipment necessary to perform such services in a professional and workmanlike manner in accordance with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the services described below. Deliverables, performance standards, milestones, and acceptance criteria must be described with sufficient specificity to allow objective determination of completion.

PAYMENT TERMS

Client shall pay Service Provider in accordance with the following terms. All amounts are stated in United States dollars and exclusive of taxes unless expressly stated otherwise.

Late payments shall accrue interest at the rate specified below from the date due until paid in full.

Client shall reimburse Service Provider for reasonable, preapproved out-of-pocket expenses incurred in connection with performance. Reimbursement requires contemporaneous receipt documentation.

TERM AND TERMINATION

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

Either party may terminate for material breach if the breaching party fails to cure the breach within the notice period set forth above. Termination for convenience by Client requires payment for work performed and irrevocable commitments made through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" includes nonpublic technical, business, financial, and strategic information disclosed in any form. The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for performance under this Agreement, and (c) restrict disclosure to employees, agents, or subcontractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach by the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; or (iii) is independently developed without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information when required by law, provided it gives prompt written notice to the disclosing party to permit protective action.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified below 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 any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits, and mutually executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign receivables for financing purposes.

Independent Contractor: Service Provider is an independent contractor and shall be solely responsible for its employees, taxes, and benefits. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

Remedies: The rights and remedies provided in this Agreement are cumulative and in addition to any other rights available at law or in equity. Equitable relief, including injunctive relief, shall be available to prevent actual or threatened breaches of confidentiality.

Sign Now