Specialty Construction Contract

SPECIALTY CONSTRUCTION CONTRACT

Parties

Recitals

WHEREAS, Owner: desires to retain specialized construction services for the Project described below; and

WHEREAS, Contractor: represents that it possesses the specialized skills, licenses, and experience necessary to perform the work at the Project location:

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows.

Scope of Work

Contractor shall furnish all labor, materials, equipment, supervision and perform all work necessary to complete the specialty construction described below in a professional and workmanlike manner consistent with industry standards.

Payment Terms

The total Contract Price for the Scope of Work is:

Invoices shall be submitted in writing and shall include sufficient detail of work performed. Payment is due within days of receipt of an undisputed invoice unless otherwise stated in the Payment Schedule.

Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law, whichever is less) on amounts not paid when due. Owner may withhold amounts reasonably disputed in good faith.

Term and Termination

This Agreement commences on the Start Date and continues until completion of the Scope of Work or the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either Party may terminate this Agreement for cause if the other Party materially breaches any provision and fails to cure within days after written notice. Owner may terminate for convenience upon providing days' written notice; in such event Contractor shall be entitled to payment for Work performed and documented costs reasonably incurred prior to the effective date of termination, less setoffs and credits.

Confidentiality

Each Party shall treat as confidential all proprietary information disclosed by the other Party in connection with this Agreement and shall not disclose such information to third parties except to the extent necessary to perform the Work or as required by law. Confidential information does not include information that is or becomes publicly available through no fault of the receiving Party or that is independently developed without reference to the disclosing Party's confidential information.

Insurance, Indemnity and Liens

Contractor shall maintain insurance customary for the type of work performed, including commercial general liability, workers' compensation and automobile liability insurance, and shall provide Certificates of Insurance upon request. Contractor shall indemnify, defend and hold Owner harmless from claims, damages or liabilities arising from Contractor's negligence or willful misconduct, except to the extent caused by Owner's negligence. Contractor shall promptly pay its subcontractors and suppliers and shall not permit liens to attach to the Project. If liens are filed as a result of Contractor's failure to pay, Contractor shall, at its expense, remove such liens and indemnify Owner for costs and damages incurred.

Change Orders and Delays

All changes to the Scope of Work, Contract Price or schedule shall be made in writing and signed by both Parties as a Change Order. Contractor shall notify Owner promptly of conditions or events that may delay performance. Neither Party shall be liable for delay or failure to perform to the extent caused by unforeseeable events beyond its reasonable control; the Parties shall negotiate an equitable adjustment to the schedule and, if applicable, the Contract Price.

Warranties

Contractor warrants that the Work performed shall be free from defects in workmanship for a period of months from substantial completion, subject to normal wear and tear and Owner's proper maintenance. Manufacturer warranties for materials, if any, shall run to Owner to the extent transferable.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law rules.

Entire Agreement

This Agreement, including any attached exhibits and Change Orders executed by the Parties, constitutes the entire agreement between the Parties with respect to the Project and supersedes all prior understandings and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both Parties.

Notices

Notices shall be in writing and delivered by personal delivery, certified mail, or nationally recognized overnight courier to the contact address set forth below or such other address as a Party designates in writing.

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