Room Design Room Panels

ROOM DESIGN ROOM PANELS

This General Business Agreement (the Agreement) is entered into between:

Client Name:    Client Address:

Designer Name:    Designer Address:

Recitals

WHEREAS, Client seeks the design, fabrication and installation of decorative or functional room panels for the premises located at (the Project); and

WHEREAS, Designer represents that it possesses the experience, technical skill and resources to design, manufacture and coordinate installation of the room panels in accordance with this Agreement; and

WHEREAS, Client desires to engage Designer, and Designer agrees to perform the work under the terms and conditions set forth below.

Scope of Work

Designer shall provide design, fabrication, finishing and coordination of installation for room panels (the Work). The Work includes preparation of drawings and specifications, selection of materials, production, quality inspection and on-site coordination for installation as further specified below.

Payment Terms

Total Contract Amount: $

Payment Schedule:

Late Payment: Unpaid amounts shall bear interest at (or the maximum rate permitted by law) from the due date until paid. Client shall also be responsible for reasonable collection costs and attorney's fees.

Term and Termination

Commencement Date:    Completion / End Date:

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation and fails to cure the breach within days after receipt of notice. For convenience, Client may terminate upon days' prior written notice, subject to payment for Work completed and reasonable demobilization costs.

Inspection and Acceptance

Client shall have calendar days after installation to inspect panels and notify Designer in writing of any nonconforming Work. Failure to provide timely notice shall constitute acceptance of the Work.

Confidentiality

For purposes of this Agreement, Confidential Information includes design drawings, specifications, material selections, pricing, business terms and other non-public information disclosed by one party to the other. The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use such information solely to perform obligations under this Agreement, and (iii) not disclose Confidential Information to third parties except to employees, subcontractors or agents who have a need to know and who are bound to confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that is independently developed without use of the other party's confidential materials, already in the public domain through no fault of the receiving party, or rightfully received from a third party without restriction. Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

Liability, Insurance and Indemnity

Designer shall maintain commercial liability and worker's compensation insurance adequate for performance of the Work and shall furnish certificates upon request. To the extent permitted by law, each party agrees to indemnify and hold harmless the other from claims, liabilities and losses arising out of the indemnifying party's negligent acts or omissions in performance of this Agreement, except to the extent caused by the indemnitee's sole negligence or willful misconduct.

Independent Contractor

Designer is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, agency, joint venture or partnership relationship between the parties.

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 by negotiation; if unsuccessful, disputes shall be resolved by binding arbitration conducted in the county where the Project is located, unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, including all attachments, exhibits and any agreements incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous oral or written agreements. No modification or amendment will be effective unless made in writing and signed by authorized representatives of both parties.

Notices

Notices shall be in writing and delivered by hand, certified mail, or nationally recognized overnight courier to the addresses listed above or such other address as a party may designate in writing.

Additional Provisions

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