Professional Services HIC Contract

PROFESSIONAL SERVICES HIC CONTRACT

This Professional Services HIC Contract (the "Agreement") is made as of by and between Contractor Name: License/HIC No.: , and Client Name: with principal project address:

RECITALS

WHEREAS, Contractor is duly licensed and experienced in performing home improvement and professional construction services in the jurisdiction where the Project is located and represents that it holds all required licenses, permits, and insurance to perform the Services described in this Agreement; and

WHEREAS, Client desires to engage Contractor to perform certain professional services and construction work at the Project address set forth above, and Contractor is willing to perform such Services under the terms and conditions contained herein; and

WHEREAS, the parties intend that this Agreement set forth the full terms under which Contractor will perform Services and Client will compensate Contractor.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. Contractor shall perform the professional services and work described in the Scope of Services attached hereto or described below. The Services shall include all labor, materials, equipment, supervision, permits and inspections necessary for completion of the described work to industry standards.

1.2 Schedule. Contractor shall commence Services on or about and shall achieve substantial completion by , subject to approved change orders and excusable delays.

2. COMPENSATION AND PAYMENT

2.1 Contract Price. Client shall pay Contractor a total contract price of (the "Contract Price"), subject to additions and deductions for Change Orders as provided in Section 4.

2.2 Invoicing and Payment Terms. Contractor shall invoice Client in accordance with the Payment Schedule. Client shall pay undisputed invoiced amounts within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3. CHANGE ORDERS

3.1 Written Change Orders. Any change to the Scope of Services, Contract Price, or Schedule shall be made only by a written Change Order signed by authorized representatives of both parties. Contractor shall not be obligated to perform any additional work without a signed Change Order.

4. SUBCONTRACTORS; PERFORMANCE

4.1 Subcontractors. Contractor may engage subcontractors, provided Contractor remains responsible for the performance of such subcontractors. Contractor shall require subcontractors to maintain appropriate licenses and insurance.

4.2 Standards of Performance. Contractor shall perform the Services in a professional and workmanlike manner in accordance with applicable codes, laws and industry standards.

5. INSURANCE AND LICENSES

5.1 Insurance. Contractor shall maintain commercial general liability insurance, workers' compensation, and automobile liability insurance with limits adequate to cover liabilities arising from the Services. Upon request, Contractor will provide certificates of insurance.

6. REPRESENTATIONS AND WARRANTIES

6.1 Contractor represents and warrants that: (a) Contractor is duly licensed and authorized to perform the Services; (b) the Services shall be performed in a good and workmanlike manner in accordance with accepted industry standards; and (c) materials furnished shall be new unless otherwise specified.

6.2 Warranty Period. Contractor warrants the labor performed for a period of from substantial completion, unless a longer period is specified in writing.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Contractor shall indemnify, defend and hold harmless Client and its agents from and against claims, liabilities, losses, and expenses arising from Contractor's negligent acts or omissions, willful misconduct, or breach of this Agreement, except to the extent caused by Client's negligence.

7.2 Limitation of Liability. Except for liability arising from Contractor's gross negligence, willful misconduct, or indemnification obligations, Contractor's total liability for any claim arising from or relating to this Agreement shall not exceed the total Contract Price paid by Client.

8. TERMINATION

8.1 Termination for Convenience. Client may terminate this Agreement for convenience upon providing days' prior written notice. Contractor shall be entitled to payment for Services performed and costs reasonably incurred prior to termination.

8.2 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure within a reasonable period not less than days after written notice.

9. CONFIDENTIALITY

9.1 Confidential Information. Each party shall maintain as confidential all non-public information disclosed by the other party in connection with the Services. Confidential information shall not include information that is publicly known or rightfully received from a third party without restriction.

10. DISPUTE RESOLUTION

10.1 Negotiation and Mediation. The parties shall first attempt in good faith to resolve disputes arising out of or relating to this Agreement by negotiation. If unresolved, the parties shall submit the dispute to non-binding mediation prior to initiating litigation.

10.2 Litigation. If mediation is unsuccessful, either party may pursue any remedy at law or in equity. The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

11. NOTICES

11.1 Formal Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party may designate by written notice to the other.

12. MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Project is located, without regard to its conflicts of law principles.

12.2 Entire Agreement. This Agreement, including any attachments and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed to the extent necessary to make it valid and enforceable.

12.4 Amendments and Waiver. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

ADDITIONAL INFORMATION

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