Miscellaneous Window Door Flashing

MISCELLANEOUS WINDOW DOOR FLASHING AGREEMENT

This Miscellaneous Window Door Flashing Agreement (the Agreement) is entered into as of between:

RECITALS

WHEREAS, Client desires to engage Contractor to furnish labor, materials and services related to miscellaneous window and door flashing work at the property located at:

WHEREAS, Contractor represents that it has the skill, experience and license to perform flashing and associated water-proofing work in a diligent and workmanlike manner, and will perform such services in accordance with applicable building codes and good industry practice; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Contractor will perform the work and Client will pay for the services and materials described herein.

SCOPE OF WORK

Contractor shall provide all labor, materials, tools, equipment and supervision necessary to perform the following work (collectively, the Work). Contractor shall comply with manufacturer instructions for flashing products, perform surface preparation, install flashings at window and door openings, seal and test penetrations, and perform reasonable clean-up upon completion.

PAYMENT TERMS

Total Contract Price: $ . Payments shall be made as follows.

Final payment is due within days of substantial completion and written invoice. If Client fails to pay any undisputed amount by the due date, interest shall accrue at a rate of per month (or the maximum lawful rate) plus a one-time late charge of $ for each late payment.

TERM AND TERMINATION

Term Commencement Date: . Anticipated Completion Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of days after written notice. Either party may terminate for convenience upon days prior written notice. Termination shall not relieve Client of obligation to pay for Work completed and materials ordered prior to termination.

CONFIDENTIALITY

Each party acknowledges that in performance of this Agreement it may receive or have access to Proprietary Information of the other party. "Proprietary Information" means non-public business or technical information, pricing, product details, plans and other confidential material disclosed in connection with the Work. Each party shall hold Proprietary Information in strict confidence and shall not use or disclose such information except to perform obligations under this Agreement or as required by law.

WARRANTY, INSPECTION AND ACCEPTANCE

Contractor warrants that work performed under this Agreement will be free from defects in workmanship for a period of months from substantial completion. Manufacturer warranties for materials shall be passed through to Client to the extent assignable. Client shall inspect the Work and provide written notice of any nonconformity within days of substantial completion.

INDEMNITY AND INSURANCE

Contractor shall indemnify and hold harmless Client from claims, liabilities, losses and expenses resulting from Contractor's negligent acts or omissions in connection with the Work. Contractor shall maintain commercial general liability insurance and workers' compensation insurance as required by law and shall provide certificates of insurance upon request.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, labor disputes, governmental actions, shortages of materials, severe weather, or other unavoidable contingencies. The time for performance shall be extended by the period of delay.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall first attempt in good faith to resolve any dispute through negotiation; if unresolved, disputes shall be resolved by binding arbitration administered in accordance with the parties' election in writing at the time of dispute.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments, change orders and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

CHANGE ORDERS

Any changes to the Scope of Work or Contract Price shall be made only by written Change Order executed by both parties stating the change in scope, any adjustment to the Contract Price and any change to the schedule. Contractor shall not be obligated to perform any extra work without a signed Change Order.

NOTICES

Notices shall be sent to the contact information provided below and shall be effective upon personal delivery, confirmed overnight courier, or three (3) days after deposit in the United States mail, postage prepaid.

GENERAL PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver. Assignment: Neither party may assign its rights or obligations without the prior written consent of the other party, except that Contractor may assign receivables to a financing party.

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