Miscellaneous Wall Unit Details

MISCELLANEOUS WALL UNIT DETAILS

This Miscellaneous Wall Unit Details Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client owns or controls certain wall-mounted units, fixtures and related equipment (the Wall Units) located at Premises Address: ; and

WHEREAS, Service Provider has expertise in supplying, installing, repairing and detailing wall units and related components and has agreed to perform the services described in this Agreement; and

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

SCOPE OF WORK

WALL UNIT DETAILS

New Used Damaged / Requires Repair

Yes Removal Required On-site Adjustments/Calibration

PAYMENT TERMS

Total Contract Amount: $ . Client agrees to pay according to the schedule below.

Late Payment: Any unpaid amount past the applicable due date shall accrue interest at a rate of % per month (or the maximum permitted by law), plus reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date (if any): .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. For material breach, the non-breaching party may terminate if the breaching party fails to cure within days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all work performed and materials purchased through the date of termination in accordance with the Payment Terms, and Service Provider shall deliver all completed work and any deliverables not previously provided.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral or written, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including specifications, measurements, unit locations, pricing, and installation means and methods.

Obligation: The receiving party shall not use or disclose Confidential Information except as necessary to perform its obligations under this Agreement and shall protect such information using at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions and Duration: Confidential Information does not include information that is or becomes public without breach, is rightfully received from a third party, or is independently developed. The obligations under this Section shall survive termination for a period of years.

INSURANCE, INDEMNITY AND LIABILITY

Service Provider represents that it carries commercial general liability insurance, workers' compensation as required by law, and such other coverages reasonably required by Client. Service Provider shall indemnify and hold harmless Client from claims arising out of Service Provider's negligence in performing the Work, subject to any limitation of liability agreed below.

GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

Disputes: The parties shall attempt in good faith to resolve disputes expeditiously by negotiation. If unresolved, disputes shall be resolved by binding arbitration or in the courts of the governing state as selected by the party seeking relief, provided that either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor entity provided that such assignee agrees in writing to be bound by the terms hereof.

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