Office Specification Document

Office Specification Document

Parties and Recitals

This Office Specification Document ("Document") is entered into as of by and between:

Provider Name:

Client Name:

WHEREAS, Provider is engaged in the business of providing workplace design, specification and procurement services and possesses the technical expertise to prepare office specifications and related deliverables; and

WHEREAS, Client owns or leases the premises and requires a detailed specification for the fit-out, furnishing, equipment, and technical infrastructure at the project location:

WHEREAS, the parties desire to set forth the scope, technical requirements, payment terms, schedule and other contractual provisions in this Document.

Scope of Work

Technical Specifications

Site Conditions and Access

Acceptance Criteria

Deliverables shall be deemed accepted by Client when the following acceptance criteria are satisfied: completion of all items listed in Key Deliverables; functional testing of specified systems; and written confirmation of acceptance by Client Project Representative. Acceptance testing period: days following delivery of final specification.

Change Orders

Any changes to scope, materials, schedule, or cost shall be documented by a written change order signed by both parties. Change orders shall set forth the nature of the change, adjustment to compensation, and any extension of the schedule.

Payment Terms

Invoices are due within days of invoice date. Late payments shall incur a late fee of per month on the unpaid balance, or the maximum allowed by law, whichever is less.

Term and Termination

This Document commences on and shall remain in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Document for material breach by the other party if the breach is not cured within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon providing days' prior written notice to the other party. Upon termination, Client shall pay Provider for all work performed and reasonable demobilization costs to date.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" includes specifications, pricing, drawings, business plans, and other non-public technical or commercial information designated as confidential or which by its nature would reasonably be understood to be confidential. Each party shall: (a) use Confidential Information solely for performance of this Document; (b) restrict disclosure to employees, consultants, and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect such Confidential Information with at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is: (i) publicly available through no fault of the receiving party; (ii) already known by the receiving party without an obligation of confidentiality; or (iii) lawfully obtained from a third party without restriction.

Confidentiality obligations survive termination of this Document for a period of years.

The undersigned acknowledge and agree to the confidentiality provisions set forth above.

Liability and Warranties

Provider warrants that the specifications and deliverables will conform to the requirements expressly set forth in this Document. Provider's sole and exclusive liability for breach of this warranty shall be limited to correction of non-conforming work at Provider's expense or, at Provider's option, reimbursement of fees paid for the defective portion. EXCEPT AS EXPRESSLY SET FORTH IN THIS DOCUMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Neither party shall be liable for indirect, incidental, special, or consequential damages, except for damages resulting from gross negligence or willful misconduct.

Governing Law

This Document shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

Entire Agreement

This Document, together with any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, communications, and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices under this Document shall be in writing and delivered to the addresses below. Notice is effective upon personal delivery, one business day after deposit with a national overnight carrier, or three business days after mailing by certified mail.

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