Signature for Doors

SIGNATURE FOR DOORS AGREEMENT

This Agreement is entered into as of Effective Date: by and between Client Name: with Address: (hereinafter "Client") and Service Provider Name: with Address: (hereinafter "Provider"). Client and Provider are each sometimes referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Client requires the preparation, customization, or affixation of authorized signatures, nameplates, etchings, markings, or approved identification on doors and related door hardware (collectively, "Door Signatures"); and

WHEREAS, Provider is engaged in the business of fabricating, finishing, etching, affixing, and otherwise installing Door Signatures and possesses the experience and personnel to perform the services described in this Agreement; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Provider will perform such services and Client will compensate Provider.

SCOPE OF WORK

Completion Target Date: . Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards applicable to door fabrication and finishing.

PAYMENT TERMS

Invoices are due within days of receipt. Overdue amounts shall accrue interest at a rate of on the unpaid balance, or the maximum rate permitted by law, whichever is lower. Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider to collect overdue amounts.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either Party may terminate this Agreement for any reason upon written notice to the other Party delivered at least days prior to the effective termination date.

Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within 10 days after receipt of written notice specifying the breach. Upon termination, Provider shall be entitled to payment for Services performed and non-cancellable commitments made through the effective date of termination.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall hold in confidence and not disclose to any third party any confidential or proprietary information of the other Party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, without limitation, specifications, drawings, pricing, and customer lists relating to Door Signatures.

The obligations in this section do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure as shown by written records; (c) is lawfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles. The Parties submit to exclusive venue in the courts located in that jurisdiction for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments, and written change orders signed by both Parties, 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 of this Agreement shall be effective unless in writing and signed by both Parties.

ASSIGNMENT AND SUBCONTRACTING

Neither Party may assign this Agreement or delegate its duties without the prior written consent of the other Party, which shall not be unreasonably withheld. Provider may engage subcontractors provided Provider remains responsible for all Services and compliance with this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither Party shall be liable to the other for special, incidental, consequential, or punitive damages, and each Party's aggregate liability under this Agreement shall be limited to the total amounts paid or payable to Provider under this Agreement during the twelve (12) months preceding the claim.

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