a. Commencement. Company shall commence work within 7 days of the date the permit is obtained.

b. Completion. Subject to the terms contained herein, Company shall diligently pursue and substantially complete all work under this Agreement within a reasonable time frame typically 120 days once permit is obtained. The estimated time for completion shall be specified in the Plans. Both parties acknowledge, covenant, and agree that the completion date is merely an estimate of the completion date and it is possible that completion could be delayed for a number of reasons. Moreover, both parties acknowledge, covenant, and agree that the estimated date for substantial completion may be extended for any reason specified elsewhere in this Agreement or causes beyond the Company’s control, including without limitation inclement weather, differing site conditions, strikes, labor disputes or shortages, natural disasters, acts of war or protest, acts of God, unavailability or shortage of materials regardless of its source, stoppage required to comply with any governmental order or regulation, delays by any municipality or governing authority in granting a permit or inspecting the work once completed, the retention of a specialty contractor for work that requires a special license, delays in shipping, the acts or interference by Client, or the failure of the Client to provide the Company reasonable access to the Property. Company shall not be liable to the Client for any loss, expense, or damage resulting from or arising out of a delay or inability to perform under this Agreement relating to the events described within this Section 3(b). In the event there is a delay or inability to perform under this Agreement, the Company shall be given additional time to complete its work under this Agreement. In no event shall the additional time be less than the number of days or hours that the Company was so delayed. Both parties further acknowledge, covenant, and agree that substantial completion means the date when construction is sufficiently completed so that the Client can occupy or use the improvement for the intended purpose.

1. Materials and Labor. Company has based its pricing on the Plans. Accordingly, the Company agrees to pay for and provide only the labor and materials necessary to complete the Plans; any upgrades in materials requested by Client after the Effective Date or materials or labor necessary to rectify any issues with the Property or the Plans that are unknown as of the Effective Date shall be borne by the Client. Client acknowledges that Company provides comprehensive build services such that the Company is responsible for contracting directly with any vendors, subcontractors, or other service providers. Company reserves the right to change materials, subcontractors, vendors or other material components or services described in the Plans, or that may be required from time to time for any individual project, at any time, so long as such changes do not materially degrade the quality of services provided, the quality of materials used, or materially change the plans as agreed upon by Customer. The Customer shall have no contractual relationship with any subcontractor, vendor, or service provider whatsoever. Notwithstanding the foregoing, Company may, in its reasonable discretion and as necessary to complete the project, purchase such additional materials and retain additional labor to complete the project. However, Company has no obligation to do so. If Company does purchase such additional materials or retain additional labor, Client hereby covenants, warrants, and agrees to reimburse the Company for the cost of such materials regardless of whether or not a written change order is executed. Client further covenants, warrants, and agrees to reimburse company for any management fees related to the management of subcontractors, vendors, or other service providers.

5. Compensation.

a. Cost. In consideration of Company’s services, Client shall pay Company the amount set forth in the Plans (“Cost”) and in accordance with the payment schedule set forth herein. The Cost includes the labor and materials necessary for completing the Plans that have been agreed upon on the Effective Date. It does not include upgrades in materials requested by Client after the Effective Date or labor or materials necessary to remediate or rectify issues with the Property that are unknown as of the Effective Date. Moreover, the Cost may also increase or decrease due to the availability of materials necessary for changes or changes to applicable building codes or standards after the date of commencement, all of which shall be deemed a material change to this Agreement and the Cost of work shall be adjusted up or down as appropriate without the necessity of a change order as referenced in Section 6. Company shall inform the Client of any such scenario occurs. If the total Cost increases Company shall prepare an updated payment schedule upon Client’s request. Client covenants, warrants, and agrees to pay for all Costs incurred pursuant to this section.

b. Allowances. The Cost may include a number of “Allowances,” which are listed in the Plans and are certain items and finish selections (e.g. paint, fixtures, flooring, shower glass, cabinetry and appliances). Should Client desire an upgrade of certain items or finish selections, then both Parties shall execute a change order where the Cost shall be equitably adjusted to account for said upgrade.

c. Payment.
i. Deposit. Client shall make an initial deposit to the Company in accordance with the payment amount memorialized in Exhibit A upon signing this Agreement.

ii. Progress Payments. Client shall make progress payments in accordance with the payment schedule that is memorialized in Exhibit A. Failure to make progress payments in full when due shall immediately excuse the Company from any obligation to continue performance. Indeed, the Company shall be authorized to stop work immediately without notice to the Client until the Client fully pays all amounts due as of the date of the stoppage of work without penalty or being in breach of this Agreement. In such an event, Client shall be solely responsible for protecting any property or work from rain, warping, or other damage. Additionally, any delay in making full payments when due shall extend the Company’s date for achieving substantial completion by a reasonable number of days but in no event less than the number of days that Client delayed in making payment.

iii. Final Payment. Unless otherwise stated in the Plans, final payment shall be due upon notification of the Company of substantial completion of the project.

iv. Interest. Any sum due hereunder that is not paid within thirty (30) days of the date of invoice shall accrue interest at a rate of ten percent (10%) per annum or the highest rate permitted by law, whichever is more. Notwithstanding the foregoing, the Client’s obligation to pay interest is subject to the express condition that at no time shall Client be required to pay interest at a rate in excess of the maximum legal rate.

6. Change Orders. Except as otherwise provided for herein, Client shall not be permitted to make any changes to the Plans without the Company’s prior written consent and agreement describing the effects changes will have on time and cost. If Client desires a change, the request must be submitted to the Company in writing and made in a timely manner to permit such change to be scheduled and implemented with minimum interruption. For any change in the project, regardless of whether a change order is actually executed, the date for substantial completion shall be automatically extended a reasonable number of days and hours, as determined in the Company’s sole and absolute discretion, to account for the change.

7. Material Selections. The Plans anticipate that Client will make finish selections for certain fixtures, wall and floor coverings, and other items during the design process. Construction cannot begin until such selections are made and if Client fails to make such selections in the time provided it shall delay the date of substantial completion and shall extend the Company’s date for substantial completion by a reasonable number of days and hours no less than the number of days and hours required for Client to make such selections. If the Client chooses to obtain any selection rather than have the Company do so, it shall make such items available prior to the time they are needed. If Client fails to do so, it shall delay the date of substantial completion and shall extend the Company’s date for substantial completion by a reasonable number of days and hours no less than the number of days and hours required to obtain the item. If Client desires that Company should obtain specialty items or upgrades which are in excess of the Allowances, then Company may in its sole and absolute discretion require full payment for such items prior to
Company being obligated to order or install such selections. To the fullest extent permitted by law, said payment shall not be refundable after order or installation of said items.

8. Punch List. Upon substantial completion, Client and Company agree to inspect the project and to prepare, sign, and date a punch list, specifying all items on the Plans that remains to be completed. By signing the punch list, the Client thereby acknowledges that all work not directly referenced on the punch list has been completed satisfactorily. However, should the Client fail to make itself reasonably available to complete the punch list within thirty (30) days of receiving notice from the Company that the project is substantially complete, Client shall be deemed to have accepted the Company’s work and thereby waive its right to have the Company make any adjustments or modifications to the fullest extent permitted by law. Client shall be responsible for any expense necessary to address an item listed on the punch list, which is not part of the Plans or is not corrective or remedial in nature in order to bring the Company’s work into compliance with the Plans. Company also reserves the right to require, in its sole and absolute discretion, that a change order be executed prior to working on such items and as a condition precedent to working on such items.

9. No Set Off. Client may not set off amounts due to Company nor shall it withhold payments due hereunder for any reason. Payments must be made in accordance with the Weekly Progress Invoices with no exceptions.

10. Client’s Warranties.

a. Client warrants it has the necessary authority to enter into this Agreement and has the full authority and ability to abide by the terms herein.
b. Client warrants that it has no agreements with other third parties and no pending legal actions, which would prevent it from entering into or abiding by the terms of this Agreement.
c. Client warrants that they have an executed lease or fee simple title to the Property and has the authority to retain Company to perform the work it is requesting of Company.
d. Client has obtained all necessary approvals for Company’s work from any Homeowner’s Association (“HOA”) or other organization that may require notice and approval of Company’s work.
e. Client shall provide the Company and all agents of Company with Adequate Access to the project to perform its duties under this Agreement. “Adequate Access,” for the purposes of this Agreement, shall be defined as at least access to Property and project, including any access keys, codes (including alarms and gates) lockboxes, etc., from 7:00 A.M. to 7:00 P.M., Monday through Friday, and occasionally Saturday as may be required.
f. Client is not aware of any existing hazardous substances or materials as defined by the U.S. Environmental Protection Agency, including but not limited to asbestos, polychlorinated biphenyl (PCB), and lead paint to which Company or its agents may be exposed during the project. If Company encounters or reasonably believes it has encountered such substances, it shall have the right, notwithstanding any other provision of this Agreement to immediately stop work and remove its employees and agents without penalty until the nature of the materials has been determined, any hazardous materials have been removed, and the area completely remediated. If the area is unable to be completely remediated within thirty (30) days from its encounter or exposure then Company shall have the right to immediately terminate this Agreement without penalty or being in breach of this Agreement and shall be compensated for the work performed and the materials purchased or acquired at the date of termination. Client shall indemnify, defend, and hold harmless Company to the fullest extent permitted by law from any and all injuries, deaths, claims, damages, losses, and expenses, including but not limited to reasonable attorneys’ fees and litigation or arbitration expenses arising out of relating the any such hazardous materials. 

g. Client shall not give directions or orders to anyone other than Company’s duly authorized agent and shall not interfere with the Company’s performance of its work or negotiate, retain, or turn away any of the Company’s agents or subcontractors. Client shall further not contact any subcontractors, vendors, or service providers contracted by Company for any reason, whatsoever. Failure to comply with this provision will result in a minimum of a five (5) delay and a One Thousand Dollar ($1,000.00) penalty. This amount will be due to the Company before any work can continue.
h. Client Property has no outstanding construction liens and Client has no outstanding debts for similar work performed previously that would interfere with Client’s ability to pay all fees due under this Agreement.

11. Company’s Warranties.

a. Company warrants that the work performed by Company shall be performed by qualified personnel in a professional and workmanlike manner in accordance with generally accepted industry standards and practices.
b. Company warrants to Client that Company’s workmanship shall be free from defects not inherent in the quality required or permitted, and that the work to be performed by Company shall comply with the Plans.
c. Company shall comply with all statutes, ordinances, regulations, and laws of all federal, state, county, municipal, or local governments applicable to performing its work hereunder.
d. Company shall obtain any necessary permits required for performing its work. Notwithstanding anything to the contrary herein, Company shall have no liability and Client shall have no recourse for fines or delays caused by Client’s inability to utilize properly or obtain a building permit for the Property.
e. Company shall warrant its workmanship and provide Client a Limited Warranty, a copy of which is attached hereto as Exhibit C and is incorporated by reference as if set forth fully herein.
f. Notwithstanding the foregoing or any other provision contained herein, Company does not warrant any work completed by specialty contractors that were retained directly by Client.
g. TO THE FULLEST EXTENT PERMITTED BY LAW, THE WARRANTIES SET FORTH IN THIS SECTION 11 AND IN EXHIBIT C ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE WORK TO BE PERFORMED BY COMPANY HEREUNDER. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW THE COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES PERTAINING TO ITS WORK, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
h. COMPANY IS UNABLE TO WARRANT ANYTHING AS IT PERTAINS TO PRODUCTS OR APPLIANCES INSTALLED BY COMPANY AS THOSE MAY BE COVERED UNDER THE MANUFACTURER’S WARRANTIES, AND COMPANY DISCLAIMS ALL SUCH WARRANTIES WHETHER EXPRESS OR IMPLIED PERTAINING TO THOSE PRODUCTS OR APPLIANCES THAT MAY BE INSTALLED BY COMPANY INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE FULLEST EXTENT PERMITTED BY LAW. CLIENT IS HEREBY NOTIFIED THAT IT IS CLIENT’S RESPONSIBILITY TO OBTAIN AND FILL OUT ANY WARRANTY APPLICATIONS FOR APPLIANCES/FIXTURES
INSTALLED BY COMPANY.

12. Concerns Inherent with Projects. Client understands and agrees that there are certain limitations and constraints involved in any construction project. Based on that understanding, Client agrees to the following:
a. Matching. The Company will use reasonable efforts to match old and new materials and to patch damage to existing materials where such join new materials. However, the point of connection or patched area may be detectable, and Company shall have no liability if the old and new materials don’t look identical or if the joint is visible.
b. Property Damage. Client shall be responsible for removing and protecting personal property, furniture, landscaping, or other items in the vicinity of the project.
c. Disturbance. Client understands and acknowledges that during the course of construction, the building may not be safe for non-construction personnel and shall inform all family members, invitees, agents, or guests, of the construction and to exercise caution and safety. Accordingly, Client for himself or herself, family members, pets, invitees, agents, or guests shall take reasonable precautions during construction to ensure their health, safety, and welfare. Such reasonable precautions shall include not entering the construction site without Company supervision. Moreover, loud noise, dust, dirt, and general commotion can be expected during the project. Client will be solely responsible for addressing any concerns of neighbors or adjacent property owners. Client understands and acknowledges that Company shall not be held liable for any damages caused by Client’s inability to take reasonable precautions against injury.
d. Homeowner’s Association (HOA). It shall be Client’s sole and absolute responsibility to inform any applicable HOA of any work that Company may perform pursuant to the Plans and obtain all necessary and requisite permission and authorizations for Company’s work. If Client fails to do so and suffers any fines, penalties, levies, assessments, or damages it shall hold Company harmless from the same.

13. Termination. Client may terminate this Agreement without penalty in accordance with provision 16. After the time provided for in provision 16, Client may also terminate this Agreement at any time and for any reason by providing written notice at least five (5) business days in advance to Company. Company may terminate this Agreement at any time and for any reason by providing notice to the Client. Provided however that in the event of termination after the time allotted for in provision 16, Client shall compensate Company for all work completed and all materials purchased as of the date of termination.

14. Miscellaneous. (i) Exhibits. The Exhibits attached to this Agreement are hereby incorporated by reference as if set forth fully herein. Capitalized terms used within the Exhibits and not otherwise defined therein shall have the meanings for such terms as set forth in this Agreement. To the extent there is a conflict in the terms of this Agreement and the Exhibits, the terms of the Exhibits control as to those conflicting terms only. (ii) Survival. The representations, warranties, and indemnification rights set forth in this Agreement shall survive the execution of this Agreement, the performance of the obligations of Company hereunder, and the cancellation or termination of this Agreement. (iii) Governing Law & Venue. This Agreement will be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any other laws or rules that would conflict or cause the application of any other laws. Venue in any dispute arising from this Agreement or any Exhibit thereto including all amendments, change orders, or addendums to the same shall be, to the fullest extent permitted by law, brought in a court of
competent jurisdiction presiding over the jurisdiction where the Property is located and both Parties hereby submit to the jurisdiction and venue of said courts. Provided however that if for whatever reason a court situated in or presiding over the Property is unable to hear the dispute, then said dispute may be brought in any court of competent jurisdiction. (iv) Successors and Assigns. This Agreement shall be binding and inure to the benefit of the Parties and their respective successors, heirs, and assigns. Provided however that the warranty provided for herein and in Exhibit C is not assignable to the fullest extent permitted by law. (v) Waiver. No waiver by any party of any provision hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a continuing waiver and no failure or delay in exercising any right, remedy, power, or privilege shall preclude any further exercise of said right, remedy, power, or privilege. (vi) Merger. This Agreement and all Exhibits and other documents signed contemporaneously with this Agreement such as warranty, notice of cancellation, and materials disclosures shall represent the final, entire, and integrated agreement between the parties and supersedes all prior or contemporaneous agreements, warranties, or representations whether express or implied or written or unwritten. Should there be any discrepancy or legal ambiguity between the documents associated with this Agreement, the terms in this Agreement shall control There are no other agreements, warranties, or representations pertaining to the subject matter hereof unless otherwise contained in this Agreement or any Exhibit hereto. (vii) Modification. This Agreement may only be modified if done so in a writing, which is signed by the parties hereto. (viii) Severability. If one or more of the provisions of this Agreement or any word, phrase, clause, sentence, or other portion thereof are held to be illegal or unenforceable for any reason then it shall be excluded from this Agreement and shall not affect the balance of the Agreement. Provided however that if an adjudicator of competent jurisdiction finds that it is unenforceable but that by limiting said word, phrase, clause, sentence, or other portion it shall become valid and enforceable then it shall be deemed so limited and construed to the maximum extent permitted by law. (ix) Headings. Headings herein are for convenience of the parties only and shall not be used in the interpretation of this Agreement. (x) Attorneys’ Fees & Costs of Collection. In the event that Company should have to bring suit in connection with this Agreement or due to Client’s failure to pay amounts due under this Agreement, Client shall be responsible for its costs of collection and reasonable attorneys’ fees and expenses in connection with any future litigation or arbitration. Should the matter not proceed to suit but Company incurs cost in filing a lien or otherwise attempting to collect amounts due under this Agreement, Client shall pay all costs and expenses in connection with doing so including but not limited filing fees and reasonable fees payable to attorneys or to collection agencies. (xi) Counterparts and Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which shall constitute one instrument. A party’s signature sent by email or facsimile shall be deemed an original and binding signature. Moreover, a copy of this Agreement shall have the same force and effect for all purposes the same as the original. (xii) Construction. No presumption or rule requiring that the terms of this Agreement must be construed against the party that drafted it or prepared it shall apply to this Agreement. (xiii) No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. (xiv) Satisfaction. By signing below, the parties represent, warrant, and agree that they have read this Agreement, understand its terms, and acknowledge the same shall be binding upon them.

15. STATE LAW DISCLOSURE REGARDING CONSTRUCTION DEFECT CLAIMS. GEORGIA LAW CONTAINS IMPORTANT REQUIREMENTS YOU MUST FOLLOW BEFORE YOU MAY FILE A LAWSUIT OR OTHER ACTION FOR DEFECTIVE CONSTRUCTION AGAINST THE CONTRACTOR WHO CONSTRUCTED, IMPROVED, OR REPAIRED YOUR HOME. NINETY (90) DAYS BEFORE YOU FILE YOUR LAWSUIT OR OTHER ACTION, YOU MUST SERVE ON THE CONTRACTOR A WRITTEN NOTICE OF ANY CONSTRUCTION CONDITIONS YOU ALLEGE ARE DEFECTIVE. UNDER THE LAW, A CONTRACTOR HAS THE OPPORTUNITY TO MAKE AN OFFER TO REPAIR OR PAY FOR THE DEFECTS OR BOTH. YOU ARE NOT OBLIGATED TO ACCEPT ANY OFFER MADE BY A CONTRACTOR. THERE ARE STRICT DEADLINES AND PROCEDURES UNDER STATE LAW, AND FAILURE TO FOLLOW THEM MAY AFFECT YOUR ABILITY TO FILE A LAWSUIT OR OTHER ACTION.

16. CLIENT’S RIGHT TO CANCEL. NOTWITHSTANDING ANY OTHER TERM OR PROVISION CONTAINED HEREIN, YOU, THE CLIENT MAY CANCEL THIS TRANSACTION AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD (3) BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION. SEE THE ATTACHED NOTICE OF CANCELLATION FORM FOR AN EXPLANATION OF THIS RIGHT, WHICH IS ATTACHED HERETO AS
EXHIBIT B. IN WITNESS WHEREOF, the Parties have set their hands and seals to this Agreement on the Effective Date.
CLIENT.