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Carpentry Contract

This Carpentry Contract (this "Contract") is made effective as of February 29, 2012, by and between ABC Widgets, of 123 Factory St, Big City, California 94901, and James Smith Carpentry, of 8 Ridgewood St, Big City, California 94901. In this Contract, the party who is contracting to receive the services shall be referred to as "ABC", and the party who will be providing the services shall be referred to as "Carpenter".

Carpenter hereby agrees to provide carpentry services and materials on an ongoing basis during the term of this Contract, for ABC in accordance with the plans and specifications, and in accordance with any written change orders which ABC may make from time to time hereafter.

ABC shall furnish all lumber for the project. Carpenter shall furnish, and pay for all costs of labor, equipment, tools, freight, permits, and other items required to perform carpentry for the Residence, in strict accordance with the ABC's plans and specifications and shall meet all requirements of applicable codes. Carpenter shall, at its own expense, procure all required permits and licenses, pay all fees and charges, and give all notices necessary to perform the work herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, ABC and Carpenter agree as follows:

DESCRIPTION OF SERVICES. Beginning on February 29, 2012, Carpenter will provide the following services (collectively, the "Services"): As described in the attached Exhibit.

PAYMENT FOR SERVICES. In consideration of the services to be performed by the Carpenter, ABC agrees to compensate the Accountant for the services rendered as follows:

Carpenters fees for the services specified in Description of Services, above, and for any additional services, will be charged at Carpenter's standard hourly rate of $80.00 per hour.

Any additional services not specified in Description of Services, above, will be charged to ABC on an hourly rate basis at $80.00's standard hourly rate of Carpenter per hour.

TERM/TERMINATION. This Contract shall terminate automatically on February 29, 2012.

RELATIONSHIP OF PARTIES. It is understood by the parties that Carpenter is an independent contractor with respect to ABC, and not an employee of ABC. ABC will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Carpenter.

WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the "Work Product") developed in whole or in part by Carpenter in connection with the Services shall be the exclusive property of ABC. Upon request, Carpenter shall sign all documents necessary to confirm or perfect the exclusive

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ownership of ABC to the Work Product.

CONFIDENTIALITY. Carpenter will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Carpenter, or divulge, disclose, or communicate in any manner any information that is proprietary to ABC. Carpenter will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Contract. Upon termination of this Contract, Carpenter will return to ABC all records, notes, documentation and other items that were used, created, or controlled by Carpenter during the term of this Contract.

INJURIES. Carpenter acknowledges Carpenter's obligation to obtain appropriate insurance coverage for the benefit of Carpenter (and Carpenter's employees, if any). Carpenter waives any rights to recovery from ABC for any injuries that Carpenter (and/or Carpenter's employees) may sustain while performing services under this Contract and that are a result of the negligence of Carpenter or Carpenter's employees.

INDEMNIFICATION. Carpenter agrees to indemnify and hold harmless ABC from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against ABC that result from the acts or omissions of Carpenter, Carpenter's employees, if any, and Carpenter's agents.

ENTIRE CONTRACT. This Contract contains the entire contract of the parties, and there are no other promises or conditions in any other contract whether oral or written.

SEVERABILITY. If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

APPLICABLE LAW. This Contract shall be governed by the laws of the State of California.

PARTY CONTRACTING SERVICES:

ABC Widgets

By:

Alex Allen

Manager

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CARPENTER:

James Smith Carpentry

By:

John Dobler Assistant Vice President

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