Office Work Station Table

General Business Agreement — Office Work Station Table

This General Business Agreement (the Agreement) is entered into as of , by and between Supplier Name: and Client Name: . The parties agree as follows.

WHEREAS

WHEREAS, Supplier represents that it is engaged in the manufacture, supply and installation of office furnishings and related services, including custom office work station tables, and has the skill, personnel and resources to complete the Work described herein; and

WHEREAS, Client desires to procure from Supplier one or more office work station table(s) in accordance with the specifications and schedule set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Supplier will provide design, manufacture, delivery and installation services for the office work station table(s).

SCOPE OF WORK

Supplier shall provide the goods and services described in this section (the Work). The Work shall include design, fabrication, finishing, delivery and installation of the office work station table(s) in accordance with the specifications below and any additional requirements set forth in writing and signed by both parties.

Quantity:   Unit Description:   Material/Finish:

DELIVERY AND INSTALLATION

Delivery Address:

Estimated Delivery Date:   Installation Required:

PAYMENT TERMS

Total Contract Amount: $   Deposit Required: $

Late Payment Fee: . Interest on overdue balances shall accrue at the rate set forth above and may be applied to the outstanding balance until paid in full.

WARRANTY, ACCEPTANCE AND RISK OF LOSS

Supplier warrants that the office work station table(s) shall be free from material defects in materials and workmanship for a period of months from the date of final acceptance. Acceptance shall occur upon completion of installation and written confirmation of acceptance by Client or after days following delivery if no rejection notice is timely provided.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after receipt of written notice. Either party may terminate for convenience upon days prior written notice to the other party; in such event Client shall pay Supplier for all Work performed and reasonable demobilization costs to the date of termination.

CONFIDENTIALITY

Each party shall maintain as confidential and shall not disclose to any third party any proprietary or confidential information received from the other party in connection with this Agreement, except as required by law or to perform the Work. Confidential information includes commercial terms, technical specifications, drawings and pricing. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any claims, liabilities, losses or expenses arising out of the indemnifying party’s negligence, willful misconduct or breach of this Agreement, subject to any limitations set forth herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses below by hand, certified mail, courier or other reputable delivery service.

ENTIRE AGREEMENT

This Agreement, including any attachments and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an agency, partnership or joint venture between them.

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