Tile Markup Document

TILE MARKUP DOCUMENT

Parties

Recitals

WHEREAS, Supplier provides tile products, procurement and related material markup and documentation services for construction and renovation projects (the "Services"); and

WHEREAS, Client has engaged Supplier to supply tile materials and to apply an agreed markup to material pricing for the project identified as , commencing on .

WHEREAS, the parties desire to document the method for calculating material markups, payment expectations, and related terms in this Tile Markup Document (the "Agreement").

Scope of Work

Supplier will procure the tile products described below and will apply the markup methodology set forth in this Agreement. Supplier is responsible for ordering, receiving, verifying quantities, and delivering materials to the job site as specified by Client or Client's authorized representative.

Itemized Materials and Markup

The following line items record Supplier's proposed material pricing and the markup applied. Markup may be expressed as a percentage of the supplier unit price or as a fixed unit amount as indicated.

Payment Terms

Client agrees to pay Supplier the Total Amount Due in accordance with the schedule below. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Late payments shall bear interest at per month (or the maximum allowed by law, if less). Supplier may suspend deliveries or performance for Client's failure to pay undisputed amounts when due after five (5) days' written notice.

Term and Termination

This Agreement commences on the Start Date and continues until completion of the Services or the End Date, whichever occurs first, unless earlier terminated pursuant to this section.

Start Date:    End Date:

Either party may terminate this Agreement for cause upon material breach by the other party if such breach is not cured within days after written notice. Supplier may also terminate or suspend performance if Client fails to pay undisputed amounts when due, subject to the cure period set forth above.

Confidentiality

Each party shall keep confidential all non-public business information disclosed by the other party that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that (i) is or becomes generally known to the public other than by breach of this Agreement, (ii) was in the receiving party's possession prior to disclosure, (iii) is rightfully obtained by the receiving party from a third party without restriction, or (iv) is independently developed without use of Confidential Information.

The receiving party shall use Confidential Information solely for the performance of this Agreement and shall not disclose it to third parties except to employees, agents, subcontractors or professional advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

Warranties & Liability

Supplier warrants that the materials supplied will conform to the specifications set forth in this Agreement at the time of delivery. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Supplier's liability for direct damages arising out of this Agreement shall be limited to the Total Amount Paid by Client to Supplier for the affected materials; in no event shall Supplier be liable for consequential, incidental, special, or punitive damages.

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 principles. Exclusive venue for disputes shall be the state or federal courts located in the county where Supplier's principal place of business is located, unless the parties agree otherwise in writing.

Entire Agreement

This Agreement, including any attachments, purchase orders 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 oral and written agreements, proposals, and communications. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Acceptance and Authorization

By signing below, Supplier and Client each represent and warrant that they have the full right, power and authority to enter into and perform this Agreement, and that the person signing on their behalf is duly authorized to bind the party.

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