Miscellaneous Wood Block Template

MISCELLANEOUS WOOD BLOCK AGREEMENT

This Agreement is entered into as of the Effective Date: by and between:

WHEREAS

WHEREAS, Client Name: seeks to procure custom wood blocks for signage, packaging, fixtures, or related commercial uses; and

WHEREAS, Contractor Name: represents that it is qualified to manufacture, finish and deliver such wood blocks in accordance with the specifications set forth herein; and

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

SCOPE OF WORK

Contractor shall manufacture, finish and deliver wood blocks in accordance with the project specifications and schedule set forth in this Agreement. Work includes procurement of materials, fabrication, finishing, quality inspection and delivery to the Delivery Address specified below.

PAYMENT TERMS

Client shall pay Contractor for the services and goods described in this Agreement in accordance with the following schedule:

Late payments shall incur a late fee of on unpaid balances, compounded monthly, plus reasonable collection costs and attorneys' fees incurred in enforcing payment.

DELIVERY AND ACCEPTANCE

Contractor shall tender goods to Client at the Delivery Address by the dates set forth in the schedule included in Scope of Work. Risk of loss shall pass to Client upon delivery. Client shall inspect delivered items promptly and provide written notice of any nonconformity within days of receipt; failure to provide such notice shall constitute acceptance.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: or until completion of the obligations set forth herein, unless earlier terminated as provided below.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon days' prior written notice; in such event Client shall pay Contractor for work performed and materials acquired to date plus reasonable demobilization costs.

CONFIDENTIALITY

Each party agrees that all non-public business information, technical specifications, drawings, pricing, tooling details and other information disclosed by one party to the other under this Agreement that is marked confidential or would reasonably be understood to be confidential ("Confidential Information") shall be held in confidence and not disclosed to third parties without prior written consent, except as required by law. Confidential Information shall not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is independently developed without use of the disclosing party's Confidential Information.

WARRANTIES; LIMITATION OF LIABILITY

Contractor warrants that materials and workmanship shall conform to the agreed specifications for a period of days from acceptance. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, CONTRACTOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES; CONTRACTOR'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to attempt to resolve disputes through good-faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in the county of the Contractor's principal place of business, conducted by a single arbitrator under the rules of the chosen arbitration forum, and judgment upon the award may be entered in any court having jurisdiction.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as either party may designate by written notice. Notices shall be deemed given upon personal delivery, three days after deposit in certified mail, return receipt requested, or one business day after delivery to a nationally recognized overnight courier.

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