Wall Replacements Agreement

WALL REPLACEMENTS AGREEMENT

Parties and Effective Date

This Wall Replacements Agreement (the Agreement) is entered into by and between Owner: and Contractor: (each a Party and collectively the Parties). The Effective Date of this Agreement is .

Recitals

WHEREAS, Owner is the lawful owner or authorized occupant of the premises located at (the Premises); and

WHEREAS, Contractor is duly licensed, experienced and qualified to perform removal and replacement of interior and/or exterior walls and related finishes and systems; and

WHEREAS, Owner desires to retain Contractor and Contractor desires to perform wall replacement work upon the terms set forth herein.

Scope of Work

Contractor shall furnish all labor, materials, tools, equipment, permits, temporary protections, demolition, disposal, and supervision necessary to complete the Scope of Work in a good and workmanlike manner consistent with industry standards. Changes or additions to the Scope of Work must be made in writing as a Change Order signed by both Parties and may adjust the Contract Price and Schedule.

Payment Terms

All undisputed sums are due pursuant to the Payment Schedule. Payments not received within days of the invoice due date shall bear a late fee of per month (or the maximum lawful rate) on the unpaid balance. Contractor may suspend performance for nonpayment following seven (7) days' written notice.

Term and Termination

Term Commencement: The Work shall commence on or about .

Estimated Substantial Completion: The Work is estimated to be substantially complete by . Time is of the essence for completion, subject to excusable delays.

Termination: Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured for days after written notice. Owner may terminate for convenience upon days' written notice, with payment due for Work performed and materials ordered or delivered through termination date plus reasonable demobilization costs.

Confidentiality

Each Party acknowledges that certain information disclosed in connection with the performance of this Agreement may be Confidential Information. "Confidential Information" means nonpublic business, technical, financial or other information designated as confidential or that reasonably should be understood to be confidential.

Duty: Each Party shall hold Confidential Information in confidence, shall not disclose it to third parties except to its employees, subcontractors or professional advisors on a need-to-know basis, and shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that is or becomes publicly known through no fault of the receiving Party, is lawfully received from a third party, or is independently developed without use of the disclosing Party's Confidential Information. Disclosure required by law or court order is permitted so long as the disclosing Party gives prompt notice to the other Party and cooperates with any lawful effort to limit disclosure.

Insurance, Indemnity and Liens

Insurance: Contractor shall maintain commercial general liability insurance and workers' compensation as required by law, with limits reasonable for the scope and value of the Work. Upon request Contractor shall provide proof of insurance to Owner.

Indemnity: Contractor shall indemnify, defend and hold harmless Owner from and against claims, liabilities, damages and expenses arising out of Contractor's performance, except to the extent caused by Owner's gross negligence or willful misconduct.

Liens: Contractor shall not permit any mechanic's or materialmen's liens to remain on the Premises. Contractor shall promptly remove or bond off any lien arising from the Work at Contractor's expense.

Change Orders

All changes to the Scope of Work, Contract Price, or Schedule shall be made only by a written Change Order signed by Owner and Contractor that describes the change and any adjustment to price or time for performance.

Warranties

Contractor warrants that materials and workmanship furnished under this Agreement shall be free from defects for a period of from the date of Substantial Completion. This warranty does not cover damage from ordinary wear and tear, misuse, alteration, or exposure to the elements not accounted for in the Scope of Work.

Notices

Notices shall be in writing and delivered personally, by certified mail (return receipt requested), or by overnight courier to the addresses provided above and shall be effective upon receipt.

Dispute Resolution; Governing Law

The Parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation between senior representatives. If unresolved, the Parties agree that disputes shall be submitted to litigation in the state or federal courts located in the state of and the Parties submit to exclusive jurisdiction and venue therein.

Entire Agreement

This Agreement, including any Change Orders and attachments, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations, proposals, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both Parties.

Representations and Authority

Each Party represents and warrants that it has full power and authority to enter into this Agreement and that the individual signing on its behalf is authorized to bind the Party.

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