Miscellaneous Walls Agreement

MISCELLANEOUS WALLS AGREEMENT

This Miscellaneous Walls Agreement ("Agreement") is made effective as of between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client desires to engage Contractor to provide labor, materials, and supervision for the design, installation, modification, repair, or removal of interior and exterior walls, partitions, and associated elements described below; and

WHEREAS, Contractor represents that it possesses the necessary licenses, experience, and skill to perform the work in a professional manner in accordance with industry standards and applicable law; and

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

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Contractor shall furnish all labor, materials, tools, equipment, supervision, permits, and testing necessary to complete the work described in this Agreement (the "Work"). The Work includes, without limitation, the following elements and tasks:

Contractor shall perform the Work in a timely and workmanlike manner, consistent with good industry practice, and in compliance with applicable codes and regulations. Contractor is responsible for protection of existing adjacent finishes and for prompt correction of any damage caused by Contractor's operations.

PAYMENT TERMS

Invoices submitted by Contractor are due and payable within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by law. Client shall also pay reasonable collection costs, including attorney fees, if payment is not timely made.

TERM AND TERMINATION

Term Commencement Date:   Term Completion Date (if applicable):

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 terminate for convenience upon written notice delivered days prior to the intended termination date. In the event of termination, Contractor shall be paid for work performed and materials procured up to the effective date of termination, less any sums reasonably estimated for incomplete work or damages.

CONFIDENTIALITY

Each party acknowledges that during performance of the Work it may receive confidential or proprietary information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is marked or reasonably understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) restrict disclosure to employees, subcontractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes generally known to the public through no fault of the receiving party or that is rightfully received from a third party without restriction.

WARRANTIES AND INSURANCE

Contractor warrants that Work performed shall be free from material defects in workmanship for a period of from substantial completion, subject to ordinary wear and tear and Client misuse. Contractor shall maintain insurance customary for the trade, including general liability and workers' compensation where applicable, and shall provide certificates of insurance upon request.

INDEMNIFICATION

Contractor shall indemnify and hold harmless Client and its officers, agents, and employees from and against any claims, losses, damages, liabilities, and expenses (including reasonable attorney fees) to the extent arising out of Contractor's negligent acts, omissions, or willful misconduct in the performance of the Work. Client shall indemnify Contractor for claims arising from Client's breach of this Agreement or negligent acts.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws rules. Venue for any dispute shall be in the courts of that State in the county where the Work is performed.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits, attachments, and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the Work and supersedes all prior negotiations, representations, and agreements. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

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 to a successor in interest in connection with a sale of substantially all of its assets. If any provision is held invalid, the remaining provisions shall remain in full force. Notices under this Agreement shall be in writing and delivered to the addresses provided above.

ADDITIONAL TERMS

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