Landscaping Services Agreement Template

Capitalized terms used in this Agreement shall have the meanings set forth in this Section, and such meanings shall apply equally to the singular and plural forms of the terms defined.

"Agreement" means this Landscaping Services Agreement, including any Change Orders duly executed in accordance with its terms.

"Business Day" means any day other than a Saturday, Sunday or a day on which commercial banks in [city/jurisdiction] are authorized or required by law to be closed.

"Change Order" means a written instrument signed by both Parties that modifies the Project Work, the Maintenance Services, the Contract Price, the Project Schedule or any other term of this Agreement, in accordance with the section governing Change Orders and Additional Work.

"Contract Price" means the fixed total price of [amount and currency] payable by the Client to the Provider for the performance of the Project Work, as adjusted solely by Change Order, and expressly excluding Reimbursable Costs and the Maintenance Fee.

"Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, including Adverse Weather, as further described in the section governing Weather Delays and Force Majeure.

"Adverse Weather" means precipitation, frost, freezing or saturated ground, drought restrictions, high winds, extreme heat or cold, flooding or other weather or ground conditions that, in the Provider's reasonable professional judgment, make performance of any portion of the Services unsafe, impracticable, or likely to impair the quality or viability of the work or Plants.

"Maintenance Fee" means the recurring fee of [amount and currency] per [month/season/visit] payable by the Client for the Maintenance Services.

"Maintenance Services" means the ongoing landscape maintenance services described in the section governing the Project Phase and Transition to Ongoing Maintenance, to be performed during the Maintenance Term.

"Maintenance Term" means the period commencing on the Maintenance Commencement Date and continuing for the duration stated in the section governing Term, Suspension and Termination, unless earlier terminated.

"Materials" means all plants, trees, shrubs, sod, seed, soil, mulch, stone, pavers, edging, irrigation components, fertilizers, amendments, lighting fixtures and other products, supplies and consumables furnished by the Provider for the Services.

"Plants" means all living plant material, including trees, shrubs, perennials, annuals, groundcovers, turf, sod and seed, furnished or installed by the Provider under this Agreement.

"Project Work" means the landscape design, installation, construction and related work described in the section governing Engagement and Scope of Landscaping Services.

"Property" means the real property located at [Property Address], including all areas on which the Services are to be performed.

"Reimbursable Costs" means the costs of Materials and equipment procured or furnished by the Provider for the Services, together with such other costs as are identified in the section governing Contract Price, Reimbursable Costs and Payment Terms, billed separately to the Client.

"Services" means, collectively, the Project Work and the Maintenance Services.

"Substantial Completion" means the stage at which the Project Work has been completed except for minor punch-list items that do not materially impair the Client's intended use of the Property.

The headings in this Agreement are for convenience only and do not affect its interpretation. The words "including" and "includes" mean "including without limitation." References to sections are to sections of this Agreement. This Agreement shall be construed according to its fair meaning and not strictly for or against either Party, and no presumption shall arise by reason of the Provider having prepared any draft.

The Client hereby engages the Provider, and the Provider hereby agrees, to perform the Services at the Property on the terms and subject to the conditions of this Agreement. The engagement comprises the Project Work, followed by the Maintenance Services.

The Project Work consists of the following: [description of design, installation, hardscape, softscape, grading, irrigation, lighting and other work, including areas of the Property, quantities, species, specifications and plan references]. Any work not expressly described in this Section is excluded from the Project Work and shall constitute additional work governed by the section on Change Orders and Additional Work.

Unless the Parties agree otherwise in writing, the Provider shall determine the means, methods, techniques, sequences and procedures for performing the Services, and may make minor substitutions of Materials of equal or better quality and comparable appearance where a specified item is unavailable, without any adjustment to the Contract Price.

The Provider's design, layout and selection of Plants are offered as professional landscaping services only. The Provider does not provide engineering, architectural, surveying, geotechnical, environmental or legal services, and the Client shall retain and be solely responsible for any such professionals it requires.

The Provider shall have no obligation to perform any work that is concealed, subsurface or outside the scope described above, including the remediation of pre-existing site conditions, contaminated or unsuitable soil, drainage defects, underground utilities not located and marked by the Client, buried debris, or structural elements.

The Client shall be responsible for obtaining, at its own cost, all permits, approvals, easements, homeowner or owners' association consents and other governmental or third-party authorizations required for the Services, unless the Parties specify in writing that the Provider shall obtain particular permits at the Client's expense. The Client represents that it owns the Property or has full authority to authorize the Services.

The Client designates [Client Representative Name and contact details] as its authorized representative, and the Provider designates [Provider Representative Name and contact details]. Each Party may rely on instructions and approvals given by the other Party's representative until notified in writing of a replacement.

The Services shall be performed in two consecutive phases: first, the Project Work, and second, upon the occurrence of the Maintenance Commencement Date, the Maintenance Services.

The "Maintenance Commencement Date" shall be the earlier of (a) the date of Substantial Completion as certified by the Provider by written notice to the Client, and (b) the date on which the Client takes beneficial use or occupancy of any substantial portion of the completed Project Work, or such other date as the Parties agree in writing: [Maintenance Commencement Date, if fixed].

Within [number] Business Days after receipt of the Provider's notice of Substantial Completion, the Client shall inspect the Project Work jointly with the Provider and deliver to the Provider a written list of any items that do not conform to this Agreement. If the Client fails to deliver such a list within that period, the Project Work shall be deemed accepted. The Provider shall complete conforming punch-list items within a reasonable time, taking into account Seasonal Timing and Adverse Weather.

The Maintenance Services shall consist of the following: [description of mowing, edging, pruning, weeding, fertilization, mulching, irrigation operation and adjustment, seasonal cleanups, pest and disease monitoring, and other recurring tasks], performed at the frequency of [frequency] during the periods of [seasons or months]. Services not listed are excluded and shall be additional work.

The Provider shall perform the Maintenance Services only to the extent that the Client's payments of the Contract Price, Reimbursable Costs and any prior Maintenance Fees are current. The Provider's maintenance of Plants is a service of care and upkeep and does not constitute a warranty or guaranty of the survival, growth or condition of any Plants, as further provided in the section on Standard of Performance and Disclaimer of Plant Survival Warranty.

Replacement of Plants that die, decline or are damaged, whether during the Project phase or the Maintenance Term, shall not be included in the Contract Price or the Maintenance Fee, and shall be performed only at the Client's request and expense under a Change Order or written authorization at the Provider's then-current rates.

Completion of the Project Work and the commencement of the Maintenance Term shall not relieve the Client of any payment obligation accrued under this Agreement. The Maintenance Services shall continue irrespective of any unresolved punch-list items, provided that such items do not prevent safe performance.

The Provider shall commence the Project Work on or about [Project Start Date], subject to the Client's satisfaction of its obligations under this Agreement, receipt of the initial payment, availability of the Property, and Adverse Weather. The Provider shall use commercially reasonable efforts to achieve Substantial Completion on or about [Target Substantial Completion Date] (the "Project Schedule").

The Parties acknowledge that landscaping work is inherently seasonal and dependent on biological and environmental conditions. Planting, seeding, sodding, pruning, fertilizing and similar activities must be performed within appropriate seasonal windows, which the Provider shall determine in its reasonable professional judgment. Where a planting window for particular Plants has not opened or has closed, the Provider may defer that portion of the work to the next suitable window without breach, and such deferral shall not extend the time for payment of amounts then due.

All dates in the Project Schedule are estimates and targets only and are not guaranteed. Time is not of the essence with respect to any date for performance by the Provider, and the Provider shall not be liable for delay except to the extent expressly provided in a Change Order.

The Project Schedule shall be extended on a day-for-day basis, or for such longer period as is reasonably necessary to reach the next appropriate seasonal window, for any delay caused by the Client, its contractors or agents, by Change Orders, by unavailability of Materials, by unforeseen site conditions, by failure to obtain required permits or approvals, by Adverse Weather, or by any Force Majeure Event.

The Provider may perform the Project Work in phases or sequences it deems appropriate, and may stage Materials and equipment at the Property. The Provider may work during [days and hours of work] and shall endeavor to minimize unreasonable disruption to the Client's operations.

The Provider shall notify the Client of any anticipated material delay and of the revised target dates. Failure to give such notice shall not constitute a breach unless the Client demonstrates actual and material prejudice caused by such failure.

The Client's sole and exclusive remedy for delay in Substantial Completion not excused under this Agreement shall be the right to terminate under the section on Term, Suspension and Termination where such delay exceeds [number] days beyond the extended Project Schedule, and the Client shall not be entitled to liquidated damages or delay damages.

Except as otherwise expressly agreed in writing, the Provider shall furnish and pay for all Plants, Materials, tools, machinery, vehicles and equipment required for the Services, and shall be reimbursed for Materials and certain other costs by the Client as Reimbursable Costs, billed separately from the Contract Price and the Maintenance Fee.

The Provider shall select the suppliers, nurseries and sources of Materials. Plants shall be of the species, size and grade specified in the Project Work description or, if none is specified, of commercially reasonable nursery quality, and the Client acknowledges that natural variations in size, color, form, texture and appearance are inherent in living and natural materials and in stone, soil and mulch.

The Provider shall provide the Client with a reasonable itemization of Reimbursable Costs, supported by supplier invoices or other reasonable documentation upon request. Reimbursable Costs shall be charged at the Provider's actual cost plus a handling and administration markup of [percentage]%.

Where the market price of any Material increases, or a Material becomes unavailable or subject to supply restrictions between the Effective Date and the time of purchase, the Provider may notify the Client and the Client shall bear the resulting increase in Reimbursable Costs. If the Client declines a reasonable substitute, the Provider's time for performance shall be extended and the Provider may suspend the affected work.

Equipment of the Provider remains the property of the Provider at all times. The Client shall not use, and shall not permit others to use, such equipment. The Client shall be liable for loss of or damage to such equipment caused by the Client, its employees, invitees or contractors.

Where the Client wishes to supply any Materials or Plants itself, it shall do so only with the Provider's prior written consent. The Provider shall have no responsibility for the condition, suitability, quality, or survival of Client-supplied items, and may charge for any additional labor required as a result of their nonconformity or late delivery.

The Provider shall use water, electricity and other utilities available at the Property in performing the Services, and the Client shall bear the cost of such utilities and shall maintain them in working order.

In consideration of the Project Work, the Client shall pay the Provider the fixed Contract Price of [amount and currency], payable as follows: [initial deposit of [percentage]% upon execution of this Agreement; [percentage]% upon [milestone]; and the balance upon Substantial Completion]. The Contract Price is fixed, subject only to adjustment by Change Order and the other express provisions of this Agreement.

In addition to the Contract Price, the Client shall pay the Reimbursable Costs, which the Provider shall invoice separately [monthly / upon procurement / upon delivery to the Property]. The Parties acknowledge that Reimbursable Costs are not included in the Contract Price and the Provider has made no representation as to a cap on such costs except as follows: [estimated amount or cap, if any].

The Client shall pay the Maintenance Fee of [amount and currency] per [period], invoiced [in advance/in arrears] on the [day] of each [period], commencing on the Maintenance Commencement Date. The Provider may adjust the Maintenance Fee annually on written notice of not less than [number] days, by not more than [percentage]% or by the increase in [index or cost measure], whichever is greater.

Unless otherwise stated, all invoices are due and payable within [number] days after the invoice date, without set-off, deduction, counterclaim or withholding. Any dispute concerning an invoice shall be notified in writing with reasonable detail within [number] days after receipt, failing which the invoice shall be deemed accepted; the Client shall pay all undisputed portions on time.

Overdue amounts shall bear interest at the rate of [percentage]% per month, or the maximum rate permitted by applicable law, if lower, from the due date until paid in full. The Client shall also reimburse the Provider for all reasonable costs of collection, including attorneys' fees and court and collection agency costs.

All amounts under this Agreement are exclusive of sales, use, value added, goods and services, and similar taxes, duties and levies, which shall be borne by the Client, other than taxes imposed on the Provider's net income. All payments shall be made in [currency] by [payment method] to the account designated by the Provider.

If any amount remains unpaid after its due date, the Provider may, without liability and in addition to its other remedies, suspend all or part of the Services upon [number] days' written notice until all overdue amounts are paid, and the Project Schedule shall be extended accordingly. The Provider may also apply any payment received to the oldest outstanding amounts, and may retain any lien or security rights available to it under applicable law.

The Client may request changes to the Services, and the Provider may propose changes, by written notice. No change shall bind either Party unless and until it is set forth in a Change Order signed by both Parties.

Each Change Order shall describe the change and state its effect on the Contract Price, Reimbursable Costs, the Maintenance Fee, if any, and the Project Schedule. Unless the Change Order provides otherwise, the price of added work shall be determined on a time-and-materials basis at the Provider's then-current rates of [hourly or unit rates], plus Reimbursable Costs.

The Provider shall not be obligated to commence any change until a Change Order has been executed, but the Provider may, in its discretion, proceed upon the Client's written, electronic or verbal instruction. In that event, the Client shall pay for the work so performed on the basis described above, and the Client's instruction shall be deemed an agreement to the corresponding adjustments of price and time.

The Provider shall be entitled to an equitable adjustment of the Contract Price and the Project Schedule, and the Parties shall execute a Change Order accordingly, where the Provider encounters conditions at the Property that differ materially from those reasonably anticipated, including rock, buried debris, poor or contaminated soil, high groundwater, undisclosed utilities, irrigation or drainage defects, or where any change in law, permit requirements or the Client's instructions affects the work.

Additional work, including emergency or storm-related cleanup, replacement of Plants, repairs of damage caused by third parties, wildlife, pests, vandalism or the Client, treatments for disease or infestation, and other work outside the Maintenance Services, shall be performed only upon the Client's request and at the Client's expense, as additional work under this Section.

If the Parties fail to agree on a Change Order required by this Section, the Provider shall not be required to perform the disputed change, and shall continue to perform the Services not in dispute, provided that the Client continues to make payments when due.

The Client shall provide the Provider, its employees, subcontractors and suppliers with safe, timely, continuous and unobstructed access to the Property, including gates, entrances, staging areas, water and electrical sources and parking, during the hours required for the Services, and throughout the Project Work and the Maintenance Term.

The Client shall, before the Provider commences work and at all times thereafter, identify and mark, or cause to be marked, all underground and concealed utilities, irrigation lines, septic systems, drains, cables, tanks, property lines and other buried or hidden installations, and shall disclose all known site conditions that may affect the Services. The Provider shall have no liability for damage to any unmarked or undisclosed items.

The Client shall keep the work areas free of vehicles, pets, furniture, equipment, and persons not involved in the Services, and shall remove or protect any items it does not wish to be disturbed. The Provider shall not be responsible for damage to items left in work areas after reasonable notice.

The Client shall give the Provider timely decisions, approvals, information and instructions, and shall cooperate with the Provider in the performance of the Services. Any delay or failure by the Client shall entitle the Provider to a corresponding extension of time and to recover its resulting reasonable additional costs, including remobilization and standby costs.

The Client shall ensure that irrigation systems, water supply and power are available and in working order. During the Maintenance Term, the Client shall promptly notify the Provider of any conditions at the Property that could affect the Services, and shall not allow third parties to perform landscaping or irrigation work on the Property without the Provider's consent, failing which the Provider shall have no responsibility for the results of the Services affected.

The Client shall comply with any watering schedules and care instructions furnished by the Provider for new Plants, including the provision of adequate irrigation after installation where the Provider's systems do not cover the relevant areas. The Client acknowledges that failure to do so may cause Plant loss for which the Provider shall have no responsibility.

The Client shall be responsible for the acts and omissions of its employees, tenants, contractors, invitees and agents at the Property, and for any hazardous, unsafe or unlawful condition present at the Property that is not created by the Provider.

The Provider shall not be liable for any delay, interruption or failure in performance caused by Adverse Weather or any Force Majeure Event, and the time for performance shall be extended for the period of such delay and for such additional time as is reasonably required to resume the Services, including restoring a suitable planting season.

Adverse Weather shall include, without limitation, conditions that in the Provider's reasonable judgment prevent the safe or proper performance of work, whether or not such conditions are unusual for the season or the location. The Provider's judgment in this regard shall be final absent manifest error.

A "Force Majeure Event" also includes acts of God; fire, flood, storm, drought, or other natural disaster; epidemic or pandemic; war, terrorism, civil disturbance; strikes or labor disputes; governmental orders, restrictions, water-use limitations or quarantines on plant material; unavailability or delay of Materials, fuel, transport or utilities; failure of suppliers or subcontractors; and any other cause beyond the reasonable control of the affected Party.

The Provider shall notify the Client within a reasonable time after becoming aware that a Force Majeure Event or Adverse Weather is likely to cause a material delay. Delays shall not entitle the Client to any reduction in the Contract Price or any Maintenance Fee for periods when the Services are not performed due to Adverse Weather, and the Provider shall be entitled to reschedule maintenance visits missed on that account within a reasonable time or to treat them as completed where rescheduling is impracticable.

Where a Force Majeure Event or Adverse Weather causes damage to the work, the Plants or the Materials, whether completed or in progress, the repair or replacement of such items shall be treated as additional work under the section on Change Orders and Additional Work, to be paid for by the Client.

The Client's obligation to pay any amount accrued before or during a Force Majeure Event is not excused by such event. If a Force Majeure Event continues for more than [number] consecutive days, either Party may terminate the affected portion of the Services by written notice, and the Client shall pay for all Services performed and Materials procured through the termination date.

The Provider shall perform the Services in a good and workmanlike manner, using reasonable skill and care consistent with generally accepted standards of practice among professional landscaping contractors performing similar work in [region or locality] in similar seasonal and climatic conditions.

The Provider warrants, for a period of [number] days following Substantial Completion, that the hardscape and installation workmanship, excluding Plants, will be free from material defects in workmanship. The Client's exclusive remedy, and the Provider's sole obligation, for breach of this warranty shall be the correction, repair or reperformance of the nonconforming work within a reasonable time, provided that the Client notifies the Provider in writing within such period and within [number] days after discovering the defect.

THE PROVIDER DOES NOT WARRANT, GUARANTEE OR REPRESENT THE SURVIVAL, GROWTH, HEALTH, FLOWERING, FRUITING, OR APPEARANCE OF ANY PLANTS, TURF, SEED OR OTHER LIVING MATERIALS, WHETHER INSTALLED, SUPPLIED OR MAINTAINED BY THE PROVIDER, FOR ANY PERIOD. The Client acknowledges that plant survival depends on factors beyond the Provider's control, including weather, soil, water, pests, disease, wildlife, the Client's care and third-party acts, and that no plant warranty, express or implied, is given under this Agreement.

The warranty in this Section does not apply to defects or damage resulting from Adverse Weather or Force Majeure Events, ordinary wear and tear, misuse, neglect, inadequate irrigation by the Client, alteration or repair by others, vandalism, settlement or drainage conditions of the Property, or Client-supplied items or Client-directed specifications.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES OR MATERIALS, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, HABITABILITY, AND SUITABILITY OF PLANTS FOR ANY LOCATION. Manufacturer and supplier warranties on Materials shall be passed through to the Client to the extent assignable.

Any estimates of growth, mature size, coverage, color, or aesthetic result, and any computer renderings or samples furnished by the Provider, are illustrative only and are not guarantees of the final appearance of the Property.

The Provider shall maintain throughout the Term commercial general liability insurance with limits of not less than [amount and currency] per occurrence, and workers' compensation insurance as required by applicable law. The Provider shall furnish certificates of such insurance upon the Client's reasonable written request. The Client shall maintain property insurance covering the Property and the completed work.

The Client shall indemnify, defend and hold harmless the Provider, its affiliates, and their respective officers, employees, subcontractors and agents from and against all claims, losses, damages, liabilities, fines, costs and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) the Client's breach of this Agreement; (b) the condition of the Property, including undisclosed or unmarked underground utilities and structures and pre-existing conditions; (c) the acts or omissions of the Client or its contractors, tenants, invitees and agents; (d) Client-supplied specifications, plans, instructions or Materials; and (e) any failure to obtain required permits or approvals, except to the extent caused by the Provider's gross negligence or willful misconduct.

The Provider shall indemnify the Client against third-party claims for bodily injury or damage to tangible property to the extent directly caused by the Provider's negligence or willful misconduct in performing the Services, subject to the limitations in this Section. The Client shall give prompt written notice of any claim, permit the Provider to control the defense and settlement, and cooperate reasonably; failure to do so shall relieve the Provider of its obligation to the extent of prejudice.

THE PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (A) THE AMOUNTS ACTUALLY PAID TO THE PROVIDER UNDER THIS AGREEMENT AS THE CONTRACT PRICE AND MAINTENANCE FEES DURING THE [NUMBER] MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) [AMOUNT AND CURRENCY].

IN NO EVENT SHALL THE PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, USE, BUSINESS OR PROPERTY VALUE, WHETHER OR NOT FORESEEABLE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The Provider shall not be liable for damage to the Property or to any item thereon that results from conditions that the Client failed to disclose or mark, ordinary and unavoidable effects of landscaping operations, such as turf or soil disturbance, or the matters excluded under the section on Standard of Performance and Disclaimer of Plant Survival Warranty.

The Client waives, and shall cause its insurers to waive, rights of subrogation against the Provider to the extent that losses are covered by the Client's property insurance. No claim against the Provider may be brought more than [number] year(s) after the cause of action accrued. Nothing in this Agreement limits liability that cannot be limited under applicable law.

Title to the Materials and Plants shall pass to the Client upon the Provider's receipt of payment in full for such Materials, including the applicable Reimbursable Costs. Until such payment is received, the Provider retains title to, and a security interest in, all such Materials and Plants delivered to or installed at the Property, to the extent permitted by applicable law, and the Client shall not sell, encumber or remove them.

Notwithstanding any retention of title, risk of loss of or damage to the Materials, Plants and the work shall pass to the Client upon delivery of the Materials to the Property, and the Client shall bear the risk of loss, theft, vandalism, damage, and deterioration from any cause other than the Provider's gross negligence or willful misconduct from that time.

The Client shall keep the Materials and installed work insured against such risks, and shall promptly notify the Provider of any loss or damage. The Provider shall not be responsible for the safekeeping of Materials stored at the Property overnight or between visits.

If the Client fails to pay any amount when due, the Provider may, after [number] days' written notice and subject to applicable law, enter the Property to remove unpaid-for Materials, including Plants that can be removed without unreasonable damage, and the Client shall not interfere. Such removal shall not limit the Provider's other remedies and shall not constitute a termination or waiver.

The Provider may file, perfect and enforce any lien, claim or notice permitted by applicable law in respect of unpaid amounts, and the Client shall cooperate with, and shall not impede, such filings.

All designs, drawings, plans, renderings, specifications and other work product prepared by the Provider remain the Provider's intellectual property. The Client receives a non-exclusive license to use them solely for the construction and use of the Property upon payment in full, and shall not reproduce or use them for any other project without the Provider's written consent.

The Provider's equipment, tools, and any Materials not paid for or not installed remain the property of the Provider, and the Provider may remove surplus or unused Materials at the conclusion of the Project Work.

The Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, fiduciary or employment relationship between the Parties, and neither Party has authority to bind the other except as expressly provided herein.

The Provider shall be solely responsible for the supervision, direction, compensation, benefits, taxes, insurance and safety of its own personnel, and for the selection of its employees and the means and methods of its work. The Client shall not direct the details of the Provider's work.

The Provider may, in its discretion and without the Client's consent, engage subcontractors, suppliers, nurseries, specialists and other third parties to perform any portion of the Services, including irrigation, lighting, masonry, arboriculture, excavation, and pest management. The Provider shall remain responsible to the Client for the performance of its subcontractors, as provided in this Agreement.

The Client shall not hire, solicit or engage, directly or indirectly, any employee or subcontractor of the Provider who has performed Services at the Property during the Term and for [number] months after its end. If the Client breaches this obligation, it shall pay the Provider liquidated damages equal to [amount or percentage] of such person's annual compensation, which the Parties agree is a reasonable estimate of the Provider's loss and not a penalty.

The Provider may not assign this Agreement without the Client's consent, except that the Provider may, without consent, assign this Agreement or any right to payment to an affiliate, to a successor to all or substantially all of its relevant business, or to a lender or financing party. The Client may not assign or transfer this Agreement, or delegate its obligations, without the Provider's prior written consent, and any purported assignment in breach of this provision is void.

The Client shall not hold the Provider responsible for the acts of any contractor or professional engaged by the Client, whether or not introduced by the Provider, and the Provider shall have no responsibility for coordinating the work of the Client's separate contractors unless agreed in a Change Order.

This Agreement shall commence on the Effective Date and, unless earlier terminated, shall continue until Substantial Completion of the Project Work and then throughout the Maintenance Term. The Maintenance Term shall continue for an initial period of [number] months from the Maintenance Commencement Date and shall renew automatically for successive periods of [number] months unless either Party gives written notice of non-renewal not less than [number] days before the end of the then-current period.

The Provider may suspend all or part of the Services, without liability, upon written notice to the Client if the Client fails to pay any amount when due, fails to provide access or otherwise performs its obligations, if conditions at the Property are unsafe, or if the Provider is prevented from performing by a Force Majeure Event. The Contract Price, Maintenance Fee, and Project Schedule shall be equitably adjusted for any suspension, and the Client shall pay the Provider's reasonable costs of demobilization and remobilization.

The Client may suspend the Services for convenience only by written notice of not less than [number] days, and shall pay the Provider for all Services performed, Materials procured, committed or delivered, and reasonable demobilization and remobilization costs, together with the Provider's reasonable standby costs during the suspension.

The Provider may terminate this Agreement, in whole or in respect of either phase, (a) immediately upon written notice if the Client fails to pay any amount within [number] days after its due date, materially breaches this Agreement and fails to cure within [number] days after written notice, becomes insolvent, or denies the Provider access to the Property; or (b) for convenience, with respect to the Maintenance Services, upon [number] days' written notice.

The Client may terminate this Agreement for the Provider's material breach that remains uncured [number] days after the Client has given detailed written notice, or for convenience as to the Maintenance Services only, upon [number] days' written notice, provided that no early termination of the Maintenance Term by the Client shall take effect before the end of the first [number] months of the Maintenance Term, or shall relieve the Client of any payment owed for the period through the effective date of termination.

If the Client terminates the Project Work for convenience, or the Provider terminates for the Client's default, the Client shall pay the Provider all unpaid portions of the Contract Price attributable to work performed through the termination date, all Reimbursable Costs incurred or committed, the Provider's reasonable demobilization costs, and a termination fee of [percentage]% of the unpaid balance of the Contract Price to compensate for lost profit and overhead.

Upon expiration or termination, the Client shall immediately pay all amounts due, the Provider may remove its equipment from the Property, and the provisions of this Agreement that by their nature should survive, including those regarding payment, title, warranty disclaimers, indemnification, limitation of liability and dispute resolution, shall survive.

This Agreement and any dispute or claim arising out of or relating to it, including its formation, validity, interpretation, performance, or termination, and any non-contractual obligations, shall be governed by and construed in accordance with the laws of [governing law jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute through good faith negotiation between senior representatives. Either Party may initiate such negotiation by written notice describing the dispute in reasonable detail, and the representatives shall meet within [number] days after the notice.

If the dispute is not resolved within [number] days after the notice of negotiation, the Parties shall attempt to resolve it through non-binding mediation administered by [mediation provider] in [city, jurisdiction], with the costs of the mediator shared equally.

If the dispute is not resolved by mediation within [number] days after its commencement, it shall be finally resolved by [binding arbitration administered by [arbitration institution] under its rules in effect, before [number] arbitrator(s), seated in [city, jurisdiction], conducted in the English language / the competent courts of [city, jurisdiction], which shall have exclusive jurisdiction, and each Party irrevocably submits to such jurisdiction and waives any objection to venue].

The prevailing Party in any dispute shall be entitled to recover its reasonable attorneys' fees, expert fees, costs and expenses from the non-prevailing Party. Nothing in this Section prevents the Provider from pursuing at any time a claim to collect unpaid sums, from enforcing or perfecting a lien or security interest, or from seeking injunctive or other equitable relief to protect its rights.

EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS OR COLLECTIVE ACTION IN RESPECT OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Pending resolution of any dispute, the Parties shall continue to perform their obligations under this Agreement, and the Client shall continue to make payments of all undisputed amounts when due.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, negotiations, representations, understandings and agreements, whether written or oral. No terms in any purchase order or other document issued by the Client shall add to or modify this Agreement.

This Agreement may be amended or modified only by a written instrument signed by both Parties, including a Change Order where this Agreement so provides. No waiver shall be effective unless in writing and signed by the waiving Party, and no failure or delay in exercising any right shall operate as a waiver of it.

All notices under this Agreement shall be in writing and delivered by hand, by nationally recognized courier, by registered or certified mail, or by email with confirmation of transmission, to the addresses stated in this Agreement or such other address as a Party designates by notice. Notices shall be deemed received upon delivery if by hand or courier, [number] days after mailing, and on the next Business Day after sending if by email.

If any provision of this Agreement is held invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permissible and modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

Neither Party shall be deemed to have waived any right by reason of accepting partial performance, and the rights and remedies of the Provider under this Agreement are cumulative and in addition to any other rights and remedies available at law.

The Client shall keep the terms of this Agreement and the Provider's pricing, methods and designs confidential, except for disclosures required by law or to its professional advisers bound by confidentiality. The Provider may photograph the completed work and use such photographs, without identifying the Client's personal details, in its portfolio and marketing materials, subject to any reasonable restrictions the Client notifies in writing.

This Agreement is for the benefit of the Parties and their permitted successors and assigns only, and confers no rights on any third party. This Agreement may be executed in counterparts, including by electronic signature and electronic transmission, each of which shall be deemed an original and all of which together constitute a single instrument.

Each Party represents that it has full power and authority to enter into and perform this Agreement, that the individual signing on its behalf is duly authorized, and that it has had the opportunity to obtain independent legal advice before signing.