Miscellaneous Wind Baffle

MISCELLANEOUS WIND BAFFLE AGREEMENT

Parties and Contact Information

Recitals

WHEREAS, Client operates or owns the premises described as Location: and desires to reduce wind intrusion, debris ingress, or related operational impacts through installation of wind baffle components; and

WHEREAS, Contractor represents that it has the skill, experience, equipment and personnel to design, fabricate, deliver and install a wind baffle system in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, timelines and related obligations for the design, fabrication and installation of the wind baffle system.

Scope of Work

Contractor shall provide all labor, materials, equipment, supervision and temporary protections necessary to complete the work described below. Contractor will comply with applicable building standards and industry practice as required for safe and durable installation.

Payment Terms

Client shall pay Contractor the Contract Price set forth below in accordance with this Agreement. All payments are due in U.S. dollars in the amounts and at the times indicated.

Deposit due by: . Balance due upon Substantial Completion as defined below, payable within days of invoice.

Late payments shall bear interest at the lesser of % per month or the maximum rate permitted by law. Contractor may suspend work for nonpayment after providing days' written notice.

Term and Termination

This Agreement commences on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice specifying the breach.

Upon termination, Client shall pay Contractor for all work performed and materials purchased to the date of termination, plus reasonable demobilization costs except where termination is for Contractor's uncured material breach.

Completion, Acceptance and Warranty

Substantial Completion means completion of the work such that the wind baffle system is installed, anchored, and functions for its intended purpose, subject only to minor punch list items. Completion target date: .

Contractor warrants that materials furnished under this Agreement shall be free from substantial defects in material and workmanship under normal use for the Warranty Period. Remedy shall be, at Contractor's option, repair or replacement of defective items. This warranty does not cover damage resulting from misuse, neglect, alteration, or acts of God.

Confidentiality

"Confidential Information" means nonpublic business, technical and financial information disclosed by one party to the other in tangible or intangible form, which is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in confidence, shall not use it except to perform obligations under this Agreement, and shall not disclose it to third parties except to employees, subcontractors or professional advisors who need to know and who are bound by confidentiality obligations at least as protective as this Section. These confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

Indemnity and Insurance

Contractor shall indemnify and hold harmless Client from and against claims, liabilities, losses or expenses (including reasonable attorneys' fees) resulting from Contractor's negligence or willful misconduct in performing the work. Client shall indemnify Contractor for liabilities arising from Client's negligence or wrongful acts. Each party shall maintain insurance customary for the nature and scale of the work; Contractor shall maintain general liability and workers' compensation coverage.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of without regard to conflict of law principles. Exclusive venue for any action arising out of this Agreement shall be the state or federal courts located in .

Entire Agreement

This Agreement, including any attachments, exhibits and accepted change orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral. No modification shall be effective unless in writing and signed by authorized representatives of both parties.

General Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or obligations without the prior written consent of the other, except that Contractor may assign receivables to a financing institution. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above.

Sign Now