Project Restoration Document

PROJECT RESTORATION DOCUMENT

This Project Restoration Document (the "Agreement") is made and entered into as of by and between:

Client Name:    Contractor Name:

Project Location:

Recitals

WHEREAS, Client has engaged Contractor to perform restoration, repair, replacement and related services at the Project Location described above to restore the premises to specified condition following damage or deterioration; and

WHEREAS, Contractor represents that it possesses the skill, experience, licenses and insurance necessary to perform the restoration work in a timely and workmanlike manner in accordance with industry standards and applicable law; and

WHEREAS, the parties desire to set forth in writing the scope of restoration work, payment terms, schedule, confidentiality, and other material terms and conditions governing the performance of the work.

Scope of Work

Payment Terms

Total Contract Amount: $

Payment Due Days After Invoice:    Retainage (if any):

Late Payment Fee:    Late Fee Applies After: days

All payments shall be made in lawful currency, by check or electronic transfer to the account designated by Contractor in writing. Client may withhold payment only for bona fide disputes and must notify Contractor in writing of any disputed amounts within ten (10) days of receipt of the invoice.

Term and Termination

Commencement Date:    Estimated Completion Date:

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any provision and fails to cure such breach within days after receipt of written notice specifying the breach.

Either party may terminate without cause by providing days' prior written notice to the other party. In the event of termination, Contractor shall be entitled to payment for work performed and reasonable costs incurred up to the effective date of termination, subject to setoff for Client's documented damages.

Confidentiality

Each party shall treat as confidential and shall not disclose to third parties any non-public information received from the other party in connection with the Project, including technical data, costs, methods, trade secrets and business information ("Confidential Information"), except as required by law or to perform obligations under this Agreement. Confidential Information does not include information that is or becomes generally available to the public other than as a result of a breach of this Agreement.

The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify such destruction upon request.

Insurance, Indemnity and Liability

Contractor shall maintain, at Contractor's expense, commercial general liability insurance, workers' compensation and automobile liability insurance as required by applicable law and sufficient to cover the work contemplated by this Agreement. Contractor shall provide certificates of insurance upon request.

Each party agrees to indemnify, defend and hold harmless the other party from and against third-party claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts or willful misconduct in connection with performance of this Agreement, subject to applicable law and available insurance coverage.

Change Orders and Attachments

Attachments incorporated into this Agreement (drawings, specifications, estimate schedules):

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If resolution is not achieved within thirty (30) days, the parties may pursue any remedy available at law or in equity in the appropriate court of competent jurisdiction.

Entire Agreement

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

Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses listed above, and shall be effective upon receipt.

Representations and Certifications

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder; that the person signing below is authorized to bind the party; and that performance of this Agreement will not violate any applicable law or contract.

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