Workspace Upgrade Plan

Workspace Upgrade Plan

Parties and Project Identification

This Workspace Upgrade Plan (the "Plan") is entered into between Client Name: and Service Provider Name: for the Project Location: .

WHEREAS

WHEREAS, Client desires to upgrade and renovate the workspace identified above to improve functionality, safety, and aesthetics in accordance with the terms set forth in this Plan.

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the design, procurement, installation, and associated services described in this Plan.

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms, schedule, and legal terms governing the workspace upgrade.

Scope of Work

Deliverables and acceptance criteria shall include completion of items specified in the Detailed Scope of Work, reasonable testing and inspection by Client, and a written acceptance or list of deficiencies provided to Provider within days of substantial completion.

Payment Terms

Typical schedule: Deposit of due upon execution; progress payments tied to milestones as set forth in the Payment Schedule; final payment of remaining balance due upon final acceptance.

Any undisputed past-due amount shall accrue interest at a rate of percent per month (or the maximum lawful rate, if less) from the date due until paid. Client is responsible for reasonable collection costs, including attorneys' fees, for amounts not paid when due.

Expenses and Change Orders

Reimbursable expenses (if any) shall be pre-approved in writing by Client and invoiced with supporting receipts. Change orders that materially alter scope, cost, or schedule require written approval signed by authorized representatives of both parties. Provider shall not proceed with change order work until such written approval is obtained.

Term and Termination

This Plan commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Plan for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Additionally, either party may terminate without cause upon days' prior written notice to the other party; in such event Client shall pay Provider for work performed and documented expenses through the effective date of termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, or financial information disclosed in any form. Each party shall (a) use Confidential Information solely for the performance or enforcement of this Plan, (b) limit disclosure to employees, agents, or contractors with a need to know and subject to confidentiality obligations no less protective than those in this Plan, and (c) take reasonable measures to protect the other party's Confidential Information. Confidential Information shall not include information that is or becomes publicly available through no breach of this Plan, or that is rightfully received from a third party without restriction.

A party may disclose Confidential Information as compelled by law or legal process provided the disclosing party provides prompt written notice to the other party and cooperates in seeking a protective order or other remedy.

Insurance and Warranties

Provider shall maintain commercially reasonable insurance coverage appropriate to the services, including general liability and workers' compensation, and shall furnish certificates upon request. Provider warrants that work performed shall be of professional quality and free from material defects for a period of months from final acceptance. Remedies for breach of this warranty shall be limited to repair or replacement of defective work at Provider's expense, or, if Provider fails to cure within a reasonable time, refund of the portion of the Contract Price attributable to the defective work.

Indemnification and Liability

Each party shall defend, indemnify, and hold harmless the other party from and against claims, damages, and liabilities arising from its negligence or willful misconduct in connection with performance under this Plan. Neither party shall be liable to the other for incidental, consequential, special, or punitive damages except for damages arising from gross negligence or willful misconduct.

Governing Law; Dispute Resolution

This Plan 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 first attempt to resolve disputes through good faith negotiation; if unresolved within days, disputes shall be resolved by binding arbitration in the county where the Project is located, conducted by a single arbitrator under the commercial arbitration rules agreed by the parties.

Entire Agreement; Amendment

This Plan, including all attachments and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, representations, or agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices under this Plan shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested. Notices are effective upon receipt.

Acknowledgment

The undersigned represent and warrant that they are authorized to execute this Plan on behalf of the party for which they sign and that they have read, understood, and agree to be bound by the terms of this Plan.

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