Pylon Faces Document

PYLON FACES DOCUMENT

This Pylon Faces Document (the "Agreement") is made on between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client owns, operates, or controls one or more pylon signs (the "Pylons") located at the locations set forth in this Agreement and desires replacement, fabrication, refurbishment, or installation of new pylon faces in accordance with the specifications and schedule set forth herein.

WHEREAS, Contractor represents that it is experienced in the design, fabrication, finishing and installation of pylon faces, holds all required licenses and insurance, and has the technical capacity to perform the Work described in this Agreement in a professional manner and in compliance with applicable laws and codes.

WHEREAS, the parties desire to set forth the scope, payment terms, schedule, confidentiality, and other commercial terms governing the procurement and installation of pylon faces.

SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment, tools, and supervision necessary to perform the Work described below and to deliver complete, installed pylon faces that meet the Acceptance Criteria set forth in this Agreement.

PAYMENT TERMS

Client shall pay Contractor the Total Contract Price in lawful currency as set forth below. All payments are due in accordance with the schedule described herein and are subject to the adjustments expressly provided in this Agreement.

Payments shall be made without set-off or deduction. Client shall be responsible for sales, use, and other taxes, unless otherwise stated in writing. Contractor may suspend performance if invoices are unpaid beyond the cure periods set forth in the Payment Schedule.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall expire on .

Termination for cause requires written notice specifying the breach. If the breaching party fails to cure within the stated cure period, the non-breaching party may terminate and pursue any remedies available at law or in equity. Upon termination, Client will pay Contractor for all Work performed to the termination date and for reasonable demobilization costs where appropriate.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, pricing, and financial information disclosed in any form. Each receiving party shall: (a) keep such information confidential using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose it to third parties except to employees, subcontractors, or consultants who have a need to know and who are bound by confidentiality obligations; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party or that is independently developed.

INSURANCE, WARRANTY AND INDEMNITY

Contractor shall maintain commercial general liability, automobile liability, and workers' compensation insurance in commercially reasonable amounts and shall provide certificates upon request. Contractor warrants that the pylon faces will be free from material defects in workmanship and materials for a period of twelve (12) months from Final Acceptance. Contractor shall indemnify and hold harmless Client from claims arising out of Contractor's negligence or willful misconduct in performance of the Work, subject to any limitations of liability agreed in writing.

ACCEPTANCE

Upon substantial completion of the Work, Contractor shall provide written notice of completion. Client shall have a period of to inspect and either accept the Work or provide a written list of deficiencies. Final Acceptance shall occur upon correction of any deficiencies and written acceptance by Client.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties hereby submit to the exclusive jurisdiction of the tribunals located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

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

NOTICES

Notices under this Agreement must be in writing and delivered personally, by certified mail, or by nationally recognized courier to the addresses provided above, and shall be deemed given upon receipt.

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