Miscellaneous Sub Bal Template

MISCELLANEOUS SUB BAL TEMPLATE

This Miscellaneous Sub Bal Template (the "Agreement") is entered into by and between Prime Contractor: and Subcontractor: . Agreement Date:

WHEREAS

WHEREAS, Prime Contractor and Subcontractor entered into a subcontract for the Project described as Project Name: dated Original Contract Date: ;

WHEREAS, an outstanding subcontract balance remains due to Subcontractor in the amount of $ (the "Balance"); and

WHEREAS, the parties desire to document the terms under which Prime Contractor will remit the Balance to Subcontractor and to set forth the parties' respective rights and obligations.

SCOPE OF WORK

PAYMENT TERMS

1. Balance. Prime Contractor shall pay Subcontractor the outstanding Balance in the amount of $.

2. Payment Schedule. Payment shall be made as follows:

Lump sum payment due on or before

Installment payments as set forth below:

3. Remittance. All payments will be made in lawful currency of the United States to the remittance address or account provided by Subcontractor:

4. Late Payment. Any amount not paid when due shall bear a late fee equal to % of the overdue amount per and interest thereafter at % per day, to the extent permitted by law.

5. Setoff and Withholding. Prime Contractor may withhold or set off amounts only as expressly authorized by written agreement or final adjudication. If withholding is required by applicable law, Prime Contractor will notify Subcontractor in writing promptly and remit withheld amounts to the appropriate authority.

TERM AND TERMINATION

1. Term. This Agreement commences on Start Date: and continues until End Date: or until the Balance is paid in full, whichever occurs first.

2. Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice.

3. Effect of Termination. Termination does not relieve either party of obligations accrued prior to termination, including payment obligations and confidentiality obligations which survive termination as set forth below.

CONFIDENTIALITY

1. Definition. For purposes of this Agreement, "Confidential Information" means non-public information concerning the Balance, pricing, costs, business affairs, project records and other proprietary information, whether oral, written or electronic, that a disclosing party designates as confidential or that reasonably should be understood to be confidential.

2. Obligations. Each receiving party shall: (a) not disclose Confidential Information to third parties except to employees, agents or professional advisors having a need to know and who are bound by confidentiality obligations; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) exercise at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but no less than reasonable care.

3. Exceptions. Confidential Information does not include information that is: (a) already in the public domain through no breach of this Agreement; (b) lawfully received from a third party without restriction; or (c) independently developed without use of the other party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or court order, provided the receiving party gives prompt written notice to the disclosing party to permit a protective order or other remedy.

4. Survival. The confidentiality obligations survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

1. Entire Agreement. This Agreement, together with any exhibits or written payment schedules signed by the parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

2. Amendments. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

3. Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Prime Contractor may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.

4. Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it valid and enforceable.

5. Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

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