Miscellaneous Temp Brackets

MISCELLANEOUS TEMP BRACKETS

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

Recitals

WHEREAS, Supplier is engaged in the manufacture, supply and, where specified, temporary installation of miscellaneous temporary brackets and related accessories for use in construction, finishing or staging operations; and

WHEREAS, Client requires the temporary supply and, where indicated, installation and removal of such brackets (the "Equipment") for a limited term in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, term and confidentiality obligations applicable to the supply and use of the Equipment.

Scope of Work

Supplier will supply and, if applicable, temporarily install and later remove the Equipment described below in accordance with the specifications and performance standards set forth in this Agreement. Supplier shall provide all labor, tools and materials required unless expressly stated otherwise.

Itemized Temporary Brackets

Enter up to three line items. Line totals will be calculated by the parties and recorded here.

1. Description:   Qty:   Unit Price: $   Line Total: $

2. Description:   Qty:   Unit Price: $   Line Total: $

3. Description:   Qty:   Unit Price: $   Line Total: $

Contract Total: $

Payment Terms

Client shall pay Supplier the Contract Total in accordance with the schedule below. Unless otherwise agreed in writing, payments shall be made in U.S. dollars.

Late Payment: Any undisputed amount not paid when due shall incur a late fee of per month (or the maximum permitted by law, if less), applied from the due date until paid. Client shall also reimburse Supplier for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Either party may also terminate for convenience upon days' prior written notice; Client remains liable for all amounts due for Equipment supplied and services performed through the termination date and for reasonable demobilization costs.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether disclosed orally, in writing or electronically, that is designated as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes pricing, specifications, design drawings, technical data, and business terms.

The Receiving Party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

The obligations in this section do not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully obtained by the Receiving Party from a third party without restriction; (iii) was known to the Receiving Party prior to disclosure as evidenced by written records; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. If a Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt notice to the Disclosing Party (to the extent legally permitted) and cooperate to seek protective measures.

Warranties; Inspection; Risk of Loss

Supplier warrants that Equipment supplied hereunder will conform to the agreed specifications and be free from material defects in materials and workmanship for a period of from delivery. This limited warranty does not apply to normal wear and tear, abuse, improper use, or modifications made by Client. Supplier's sole obligation for breach of the foregoing warranty is, at Supplier's option, repair or replacement of defective Equipment or refund of amounts paid for such defective Equipment.

Client shall inspect Equipment upon delivery and installation and shall notify Supplier in writing within days of any nonconformance. Absent timely notice, Equipment shall be deemed accepted.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Except as otherwise set forth in this Agreement, Supplier's aggregate liability arising under or relating to this Agreement shall not exceed the amounts actually paid by Client to Supplier under this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising under or relating to this Agreement shall be resolved by binding arbitration or, if the parties agree in writing, litigation in the courts of the chosen state and venue.

Entire Agreement; Amendments

This Agreement, including any exhibits or 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, proposals and communications, whether oral or written. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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