Upholstery Service Agreement

UPHOLSTERY SERVICE AGREEMENT

Agreement Date:

WHEREAS

WHEREAS, Upholsterer: is engaged in the business of providing upholstery services and possesses the skill, tools and personnel necessary to perform reupholstery, repair and related services;

WHEREAS, Client: desires to obtain upholstery services for the property located at: and has retained Upholsterer upon the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Work

Upholsterer shall perform the work described below in a professional manner in accordance with industry standards. Work shall include labor, materials (unless otherwise specified), and reasonable cleanup as set forth in the Scope of Work box.

2. Materials and Workmanship

Upholsterer shall supply the materials specified in the Scope of Work. Any substitution of materials requires prior written consent from Client. Upholsterer warrants that workmanship shall be free of defects for a period of from the date of completion, subject to normal wear and tear and misuse.

3. Payment Terms

Total Contract Price: $

Deposit required     Deposit Amount: $

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition to interest, Client shall be responsible for reasonable collection costs and attorney fees incurred by Upholsterer to collect past due amounts.

4. Term and Termination

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

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within after written notice. Either party may terminate for convenience upon written notice to the other party; Client shall pay Upholsterer for all work performed and materials purchased up to the effective date of termination.

5. Confidentiality

Each party shall keep confidential all nonpublic information disclosed by the other party in connection with this Agreement and shall not disclose such information except to employees, subcontractors or agents who need to know and who are bound to confidentiality obligations consistent with this Section. Confidential information does not include information that (a) is or becomes generally known to the public through no fault of the receiving party, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of confidential information.

6. Inspection and Acceptance

Upon completion, Upholsterer will notify Client. Client shall inspect the completed work within days and either accept the work or provide a written list of defects. Failure to timely notify Upholsterer of material defects shall constitute acceptance.

7. Change Orders

Any change in scope, materials, price or schedule shall be made only by written change order signed by both parties. Change orders may alter the contract price and delivery schedule as reasonably necessary to reflect the change.

8. Insurance, Indemnity and Limitation of Liability

Upholsterer shall maintain commercially reasonable liability insurance covering bodily injury and property damage. Upholsterer shall indemnify and hold Client harmless from claims arising out of Upholsterer’s negligent performance, except to the extent caused by Client’s negligence. Except for liability arising from gross negligence or willful misconduct, Upholsterer's aggregate liability under this Agreement shall not exceed the total contract price paid by Client to Upholsterer for the services giving rise to the claim.

9. Risk of Loss, Delivery and Storage

Title to and risk of loss for items delivered to Upholsterer shall remain with Client until acceptance. Upholsterer shall exercise reasonable care in storage and handling. If items remain with Upholsterer after notice of completion, Upholsterer may charge reasonable storage fees.

10. Governing Law and Dispute Resolution

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 shall attempt to resolve disputes in good faith and may pursue litigation in the state or federal courts located in the county in which Upholsterer maintains its principal place of business.

11. Entire Agreement

This Agreement, including any written change orders and attachments referenced herein, constitutes the entire agreement between the parties and supersedes all prior negotiations, proposals, representations and agreements, whether written or oral, relating to the subject matter hereof. Any modification must be in writing and signed by both parties.

12. Notices

13. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Upholsterer may assign to an affiliate or successor as part of a sale of substantially all of its assets.

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