Outdoor Exterior Posts

OUTDOOR EXTERIOR POSTS AGREEMENT

Parties

Contractor Name:

Client Name:

Recitals

WHEREAS, Contractor is engaged in the business of supplying, installing and finishing outdoor exterior posts and related components in accordance with industry standards; and

WHEREAS, Client desires to engage Contractor to supply and install exterior posts at the project location described below, and Contractor agrees to perform such work under the terms and conditions set forth in this Agreement.

Project Address:

Scope of Work

Contractor shall furnish all labor, materials, equipment and supervision necessary to complete the work described below in a good and workmanlike manner consistent with customary industry practice. Specific tasks, tolerances, and acceptance criteria are set forth in the Scope of Work field.

Materials and Specifications

Schedule

Work to commence on or about and to be substantially completed on or about , subject to adjustments for change orders, weather, permitting, or other excusable delays.

Payment Terms

Total Contract Price: $

Invoices are due within days of invoice date. Late payments shall accrue interest at or the maximum lawful rate, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorney fees, if payments are not made when due.

Change Orders

Any changes to the Scope of Work or materials shall be made only by written change order signed by both parties describing the change, schedule impact, and adjustment to the Contract Price. No oral instruction shall modify this Agreement.

Contractor shall obtain written authorization for any changes that increase the Contract Price by more than .

Warranties; Inspections

Contractor warrants that all workmanship will be free from material defects for a period of from final completion. Manufacturer warranties for materials shall be passed through to Client to the extent assignable. Client shall inspect the work within days of substantial completion and promptly notify Contractor in writing of any nonconforming work.

Confidentiality

Each party shall treat as confidential and shall not disclose to third parties any non-public business, technical, or financial information obtained from the other party in connection with this Agreement. Confidential information shall not include information that is or becomes generally available to the public through no fault of the receiving party, or that is independently developed or rightfully received from a third party without breach of any obligation. Upon termination, each party shall return or destroy confidential materials of the other upon request.

Indemnification and Limitation of Liability

Contractor shall indemnify, defend and hold Client harmless from claims, damages and expenses arising from Contractor's negligent performance of the work, except to the extent caused by Client's negligence or willful misconduct. Neither party shall be liable for consequential, incidental, special or punitive damages arising out of this Agreement; each party's aggregate liability for direct damages shall not exceed the total Contract Price paid to Contractor under this Agreement.

Term and Termination

This Agreement shall commence on the date of last signature below and shall continue in effect until the scope of work is completed and final payment is made, or until terminated under this section. Either party may terminate for convenience upon days' prior written notice. In the event of material breach, the non-breaching party may terminate after providing days' written notice and an opportunity to cure. Upon termination, Client shall pay Contractor for all work performed and materials acquired to date, plus reasonable close-out costs.

Compliance with Laws

Contractor shall perform the work in compliance with all applicable laws, codes, ordinances and regulations, including obtaining and maintaining any required permits. Contractor shall promptly notify Client if any required permit, variance, or governmental authorization is not obtainable within the anticipated schedule and shall propose corrective measures.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating litigation or arbitration.

Entire Agreement

This Agreement, including any exhibits and signed change orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior discussions, representations and agreements. Any modification to this Agreement must be in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign accounts receivable for financing purposes.

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