Construction Contracting Partnering Agreement This Partnering Agreement

Construction Contracting

PARTNERING AGREEMENT

THIS PARTNERING AGREEMENT (this "Agreement"), is entered into on ____, by and between Capitol Home Improvement, LLC ("Capital Home Improvement") and The KEIMA CONSTRUCTION Corporation ("KEIMA CONSTRUCTION").

WHEREAS, KEIMA CONSTRUCTION represents that it has expertise in the area of [specify area of expertise of which partner is sought], and is ready, willing, and able to provide assistance in that area to CAPITOL HOME IMPROVEMENT and to the client of CAPITOL HOME IMPROVEMENT (the "Client") on the terms and conditions set forth herein; and WHEREAS, CAPITOL HOME IMPROVEMENT, in reliance on KEIMA CONSTRUCTION's representations, is willing to engage KEIMA CONSTRUCTION as an independent contractor, and not as an employee, partner or joint venturer, on the terms and conditions set forth herein; NOW THEREFORE, in consideration of the obligations herein made and undertaken, the parties, intending to be legally bound, covenant and agree as follows:

Section 1

SCOPE OF SERVICES

1.1 KEIMA CONSTRUCTION shall provide construction services (the "Services") in the State of New York, [interior finish work and cabinetry], which are more fully described in Exhibit A attached hereto. KEIMA CONSTRUCTION shall render the Services and deliver the required reports and other deliverables ("Deliverables") in accordance with the timetable and milestones set forth in Exhibit A. If KEIMA CONSTRUCTION anticipates at any time that it will not reach one or more milestones or complete one or more assignments within the prescribed timetable, KEIMA CONSTRUCTION shall immediately so inform CAPITOL HOME IMPROVEMENT by written notice, submit proposed revisions to the timetable and milestones that reflect KEIMA CONSTRUCTION's best estimates of what can realistically be achieved, and continue to work under the original timetable and milestones until otherwise directed by CAPITOL HOME IMPROVEMENT. KEIMA CONSTRUCTION shall also prepare and submit such further reports of its performance and its progress as CAPITOL HOME IMPROVEMENT may reasonably request from time to time.

1.2 CAPITOL HOME IMPROVEMENT shall provide for itself such resources as shall be necessary to perform the services called for by this Agreement.

1.3 CAPITOL HOME IMPROVEMENT shall, within ten days of receipt of each Deliverable submitted to CAPITOL HOME IMPROVEMENT, advise KEIMA CONSTRUCTION of the acceptance or rejection by CAPITOL HOME IMPROVEMENT of such Deliverable. Any rejection shall specify the nature and scope of the deficiencies in such Deliverable. KEIMA CONSTRUCTION shall, upon receipt of such a notice of rejection, act diligently to correct such deficiencies. The failure of CAPITOL HOME IMPROVEMENT to provide such a notice of rejection within such period shall constitute acceptance by CAPITOL HOME IMPROVEMENT of said Deliverable.

1.4 The Services shall be performed at KEIMA CONSTRUCTION's facilities unless CAPITOL HOME IMPROVEMENT or the Client require otherwise and the Services shall be performed in a workmanlike and professional manner by employees of KEIMA CONSTRUCTION having a level of skill in the area commensurate with the requirements of the scope of work to be performed.