Project Materials Schedule

PROJECT MATERIALS SCHEDULE

RECITALS

WHEREAS, Client Name: (the "Client") has engaged Contractor Name: (the "Contractor") to perform work on Project Name: pursuant to a separate agreement effective on Effective Date: .

WHEREAS, the parties desire to set forth a detailed schedule of materials, suppliers, quantities, pricing, delivery expectations and related commercial terms which shall be incorporated into and governed by the underlying agreement.

SCOPE OF WORK

The Contractor shall supply the materials described below in accordance with the quantities, specifications, delivery milestones and quality standards set forth in this Project Materials Schedule. Materials furnished under this Schedule shall conform to industry standards and the requirements of the underlying contract documents.

MATERIALS SCHEDULE

The following table identifies each material line item, the proposed supplier or manufacturer, quantity, unit pricing, total line price, expected delivery date and warranty information. The Contractor certifies that materials listed are available for procurement and that lead times shown are reasonable as of the Effective Date.

PAYMENT TERMS

Unless otherwise agreed in writing, the parties agree the pricing set forth in this Schedule shall be payable in accordance with the following terms.

Contractor shall submit invoices in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Disputed amounts must be identified in writing with substantiating detail; undisputed portions remain payable.

Overdue payments shall accrue interest at or the maximum lawful rate, and a minimum administrative late charge of may be assessed.

TERM AND TERMINATION

This Schedule commences on Start Date: and terminates on End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Schedule for material breach by the other party if the breaching party fails to cure such breach within Cure Period (days): days following written notice. Termination for convenience requires Notice Period (days): days' prior written notice. Upon termination, Client shall pay Contractor for materials delivered and properly procured obligations reasonably incurred prior to termination.

CONFIDENTIALITY

Each party shall maintain in confidence all proprietary or confidential information exchanged under this Schedule and shall not disclose it except to those employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidential information does not include information that is or becomes generally known through no wrongful act of the receiving party or that is required to be disclosed by law.

GOVERNING LAW

This Project Materials Schedule shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of law principles. Exclusive venue for disputes arising under this Schedule shall be in the courts of the chosen jurisdiction, to the extent allowed by law.

ENTIRE AGREEMENT

This Schedule, together with the underlying agreement referenced in the Recitals, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and representations, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND CERTIFICATIONS

The undersigned representatives each represent and warrant that they are duly authorized to execute this Schedule on behalf of their respective party and that the party will perform in accordance with the terms set forth herein.

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