RENOVATION SERVICES AGREEMENT

February 24, 2024

RENOVATION SERVICES AGREEMENT

This Renovation Services Agreement (“Agreement”) is made and entered into as of [insert date] by and between [insert customer name] whose address is located at [insert address] (“Customer”) and Baylor Renovations whose place of business is located at [address] (“Contractor”).

 

RECITALS

WHEREAS, desires to engage Baylor Renovations, a [insert type of entity] organized and existing under the laws of the State of XXXX, to perform certain renovation services (the “Services”) in accordance with the terms and conditions set forth in this Agreement.

WHEREAS, KKKK Renovations is a professional renovation services provider with expertise in the design, planning, and execution of high-quality renovation projects.

WHEREAS, [Insert Customer Name] desires to engage KKKK Renovations to provide the Services, and ZZZZ Renovations desires to perform the Services, subject to the terms and conditions set forth in this Agreement.

WHEREAS, the parties acknowledge and agree that time is of the essence in the performance of the Services, and that timely completion of the Services is critical to the success of the project.

WHEREAS, the parties acknowledge and agree that the Services will involve the use of specialized skills and knowledge, and that Baylor Renovations possesses the necessary expertise, experience, and qualifications to perform the Services in a professional and workmanlike manner.

WHEREAS, the parties acknowledge and agree that Baylor Renovations will be responsible for the transportation and replacement of any damaged materials, and that Baylor Renovations will use reasonable care to ensure that the Services are performed in a safe and professional manner.

WHEREAS, the parties acknowledge and agree that timely payment for the Services is critical to the success of the project, and that [Insert Customer Name] is responsible for making timely payments in accordance with the payment terms set forth in this Agreement.

WHEREAS, the parties acknowledge and agree that this Agreement constitutes the entire agreement between the parties with respect to the Services, and that any prior negotiations, understandings, or agreements between the parties, whether oral or written, are superseded by this Agreement.

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

  1. Scope of Work
    • Contractor agrees to perform renovation services (the “Services”) for Customer in accordance with the detailed specifications set forth in the attached Exhibit A (the “Specifications”).
    • The Specifications will include, but not be limited to, a detailed description of the work to be performed, the materials and equipment to be used, the schedule for completion of the work, and any applicable building codes and regulations.
    • The Specifications will be reviewed and approved by Customer prior to the commencement of the Services, and any changes or modifications to the Specifications must be approved by Customer in writing.
    • Contractor agrees to perform the Services in a professional and workmanlike manner, consistent with industry standards and practices, and in compliance with all applicable laws, regulations, and codes.
    • Contractor will use its best efforts to complete the Services within the time period specified in the Specifications, and will provide regular updates to Customer regarding the progress of the Services.
    • Customer reserves the right to inspect the Services at any time during the performance of the work, and to require Contractor to correct any defects or deficiencies in the work. Contractor agrees to promptly correct any such defects or deficiencies at its own expense.

 

  1. Payment Terms.
    • The total cost of the Services is [insert total cost], which includes all labor and materials necessary to complete the Services. Payment for the Services shall be made in accordance with the following schedule:
      • 33% draw requested and paid upon initial start date of job;
      • 33% draw requested and paid upon completion of 50% of the Services;
      • the remaining balance requested and paid upon project completion.
    • Payment shall be made in US dollars by wire transfer or any other form of direct same-day payment method agreed upon by Contractor and Customer. Customer shall be responsible for all bank fees and transaction costs associated with the payment.
    • Customer agrees to make all payments in a timely manner as requested by Contractor. If payment is not made in accordance with the payment schedule, Contractor may suspend performance of the Services until payment is received. Additionally, if payment is not made within five (5) business days of the due date, a late fee of [insert amount or percentage] shall be assessed for each day the payment remains outstanding, up to a maximum of [insert maximum amount or percentage].
    • If payment is not made in full within ten (10) business days of the due date, Contractor reserves the right to pursue all available legal remedies, including but not limited to the placement of a mechanic’s lien on the Customer’s property. Contractor shall provide written notice to Customer prior to placing any lien on the property.
    • Baylor Renovations is responsible for purchasing, transportation, and replacement of any damaged material. Customer is responsible for making payments requested in a timely manner through wire transfer or forms of direct same-day payment methods.
    • Customer acknowledges that any late or non-payment may cause irreparable harm to Contractor, for which Contractor may not have an adequate remedy at law. In the event of late or non-payment, Contractor may place a lien on the property of the Customer. The lien will remain until all outstanding amounts are paid in full.
    • In the event that Customer breaches any provision of this Agreement, including but not limited to the payment terms, Contractor may terminate this Agreement upon written notice to Customer. In the event of termination, Customer shall immediately pay Contractor all amounts owed for Services performed up to the date of termination, plus any costs incurred by Contractor as a result of the termination.

 

  1. Change Orders
    • If Customer requests changes to the Services after the work has begun, Contractor shall prepare a written change order specifying the changes to be made and the additional cost, if any, associated with the changes.
    • The change order shall be signed by both parties before any additional work is performed.

 

  1. Termination
    • Contractor may terminate this Agreement at any time if Customer fails to make payments as required under this Agreement, if there are complications caused by Customer that hold up the project, or if Customer is disrespectful and causes problems with Contractor or Contractor’s employees.
    • Customer may terminate this Agreement at any time upon written notice to Contractor. However, Customer shall be responsible for payment of all Services performed and expenses incurred by Contractor up to the date of termination.

 

  1. Warranties
    • Contractor represents and warrants that the Services shall be performed in a professional and workmanlike manner and in accordance with all applicable laws, regulations, and industry standards. Contractor further represents and warrants that all personnel engaged in performing the Services shall be duly licensed, qualified, and competent to perform the Services.
    • Contractor warrants that all materials used in the Services shall be new and of good quality, free from defects in material and workmanship, and suitable for their intended purposes. Contractor further warrants that all equipment and installations used in the Services shall be free from defects in material and workmanship and shall be suitable for their intended purposes.
    • Contractor shall remedy, at no cost to Customer, any defects in the Services, materials, equipment, or installations discovered within one (1) year from the date of completion of the Services. Customer shall provide written notice to Contractor of any such defects within a reasonable time after discovery, and Contractor shall have a reasonable time to remedy the defects. If Contractor fails to remedy the defects within a reasonable time, Customer may hire a third party to remedy the defects and charge the cost to Contractor. Contractor shall have the right to inspect any alleged defects before they are remedied by a third party.
    • The warranties set forth in this Agreement are in addition to any other warranties, express or implied, provided by law. Contractor’s liability for any breach of warranty shall be limited to the cost of remedying the defects in accordance with Section 5.3. Contractor shall have no liability for any defects caused by Customer’s misuse, negligence, or unauthorized modification of the Services, materials, equipment, or installations.

 

  1. Dispute Resolution
    • Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”). The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA rules. The arbitration proceedings shall be confidential and shall take place in Alabama.
    • The arbitrator shall apply the substantive laws of the State of Alabama, without regard to its conflicts of law principles, in making any award. The arbitrator shall have the power to grant any relief that would be available in a court of law or equity, including, but not limited to, injunctive relief and specific performance. The arbitrator’s decision shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
    • The parties shall each bear their own costs and expenses, including their respective attorneys’ fees, incurred in connection with the arbitration, except that the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.
    • Notwithstanding the foregoing, either party may seek interim or preliminary injunctive relief from a court of competent jurisdiction in the event of a breach or threatened breach of this Agreement that cannot be adequately remedied by arbitration. The parties acknowledge and agree that such injunctive relief may be necessary to protect their respective rights pending the outcome of arbitration.
    • The arbitration provisions of this Agreement shall survive any termination of this Agreement.

 

  1. Intellectual Property
    • Contractor shall retain all right, title, and interest in and to any intellectual property created or developed by Contractor in connection with the Services, including, but not limited to, Contractor’s logo and business. Contractor grants to Customer a limited, non-exclusive, non-transferable, royalty-free license to use Contractor’s logo solely for the purpose of identifying the Contractor as the provider of the Services under this Agreement.
    • Customer acknowledges and agrees that Contractor’s intellectual property is and shall remain the exclusive property of Contractor. Customer shall not, by virtue of this Agreement or otherwise, acquire any right, title, or interest in or to any such intellectual property, except as expressly set forth in this Agreement.
    • Customer shall not copy, modify, distribute, or create derivative works based on Contractor’s intellectual property, except as expressly authorized by Contractor in writing. Customer shall not use Contractor’s intellectual property for any purpose other than in connection with the Services under this Agreement.
    • Contractor shall have the right to enforce its intellectual property rights against any third party that infringes or misappropriates such intellectual property.
    • Customer agrees to cooperate fully with Contractor in protecting Contractor’s intellectual property, including, but not limited to, notifying Contractor of any unauthorized use or infringement of Contractor’s intellectual property of which Customer becomes aware.
    • This clause shall survive the termination of this Agreement.

 

  1. Employee and Subcontractor Non-Hire and Material Purchase Clause:
    • The Client agrees that during the term of this Agreement and for a period of [Insert Time Period] after the termination of this Agreement, the Client will not directly or indirectly hire or attempt to hire any of the employees or subcontractors of the Contractor or its affiliates who are working at the property of the Contractor.
    • In the event of a breach of this provision, the Contractor shall have the right to confiscate any funds owed to the Client and seek injunctive relief to enforce this provision, without the need to post bond or other security.
    • The Client agrees to cooperate fully with the Contractor and its employees and subcontractors in the picking up or purchasing of any necessary materials for the completion of the job.
    • If there are any issues or delays in picking up or purchasing materials, the Contractor may withdraw from the time frame given for completion of the job, and the Client shall be responsible for any costs incurred by the Contractor as a result of the delay.

 

  1. Confidentiality and Non-Compete
    • Confidentiality:
      • Each party acknowledges that during the course of performing the Services, it may have access to confidential information of the other party.
      • Confidential information shall include any proprietary, trade secret, or confidential information disclosed by one party to the other, whether in writing, orally, or by observation.
      • Each party agrees to keep such confidential information confidential and not to disclose it to any third party, except as required by law.
    • Non-Compete:
      • Client agrees not to directly hire any employee or subcontractor of Contractor who performs work on the project during the course of this Agreement for any additional services or work on the property outside of this Agreement, without the prior written consent of Contractor.
      • Furthermore, Client shall not engage the services of any other subcontractor or employee of Contractor for any services related to the property during the term of this Agreement, without the prior written consent of Contractor.
      • If Client violates this provision, Contractor shall have the right to confiscate any funds previously paid by Client and terminate this Agreement immediately. This provision shall survive the termination or expiration of this Agreement.

 

  1. Indemnification
    • Customer shall indemnify and hold harmless Contractor and its employees, agents, and subcontractors from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to the Services, except to the extent caused by the negligence or willful misconduct of Contractor.
    • Contractor shall indemnify and hold harmless Customer and its employees, agents, and subcontractors from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to the Services, to the extent caused by the negligence or willful misconduct of Contractor.

 

  1. Governing Law and Jurisdiction
    • This Agreement shall be governed by and construed in accordance with the laws of the State of KKKK
    • Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in the State of Alabama.

 

  1. Entire Agreement
    • This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior negotiations, understandings, and agreements between the parties, whether oral or written.
    • This Agreement may not be amended except in writing signed by both parties.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

/s/______________________

[name of representative]

KKKK

Date:____________________

 

/s/______________________

[customer name]

Date:____________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT A – SPECIFICATIONS

  1. Work to be Performed: Contractor agrees to perform the following renovation services (the “Services”):

1.1 [list the services]

 

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