Gym Development Contract

This Gym Development Contract ("Contract") is entered into as of [Month Day, Year], by and between:

[Your Company Name], a [State] corporation, with its principal place of business at [Your Company Address] ("Gym"), and

[Development Company Name], a [State] corporation, with its principal place of business at [Development Company Address] ("Developer").

WHEREAS, Gym desires to engage Developer to provide certain development services related to the establishment and construction of a new gym facility (the "Gym Facility") as more fully described herein; and

WHEREAS, Developer represents that it has the necessary expertise and experience to provide such development services;

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

1. Development Services

1.1 Scope of Services. Developer ("Developer") shall provide all necessary services and perform all work required for the design, development, and construction of the Gym Facility ("Facility") in accordance with the plans and specifications approved by Gym ("Gym"). The scope of services includes, but is not limited to:

Conducting site surveys and assessments to determine feasibility and requirements for the Facility.
Developing architectural and engineering plans and specifications for the Facility.
Obtaining all necessary permits and approvals from local authorities for the construction and operation of the Facility.
Procuring materials, equipment, and labor necessary for the construction of the Facility.
Overseeing and managing the construction process to ensure compliance with approved plans, specifications, and applicable laws and regulations.
Coordinating with third-party contractors and vendors as necessary to complete the construction of the Facility.
Providing regular progress reports to Gym and addressing any issues or concerns that may arise during the construction process.

1.2 Design and Construction. Developer shall be responsible for preparing and submitting all plans and specifications for the Facility, including architectural, structural, mechanical, and electrical drawings. Developer shall ensure that all designs are in compliance with applicable building codes, zoning regulations, and other laws and regulations governing the construction of the Facility. Developer shall also be responsible for overseeing the construction process to ensure that the Facility is constructed in accordance with the approved plans and specifications.

1.3 Timeline. Developer shall use its best efforts to complete the Project in a timely manner and in accordance with the schedule agreed upon by the parties. Developer shall provide Gym with a detailed timeline for the completion of each phase of the Project, including milestones for obtaining permits, completing design work, commencing construction, and completing the Facility.

1.4 Changes. Any changes to the plans or specifications must be approved in writing by Gym and may result in additional costs and/or extensions of time. Developer shall promptly notify Gym of any proposed changes that may affect the cost or timeline of the Project and shall not proceed with any such changes without Gym's prior written consent.

2. Payment

2.1 Payment Terms. Gym shall pay Developer for its services in accordance with the following payment schedule:

Initial Deposit: Gym shall pay Developer an initial deposit of $[0] upon signing of this Contract.

Design Phase Payment: Gym shall pay Developer $[0] upon completion and approval of the design phase.

Construction Phase Payments: Gym shall make progress payments to Developer based on the completion of specified milestones, as follows:

$[0] upon commencement of construction.
$[0] upon completion of foundation work.
$[0] upon completion of structural framing.
$[0] upon completion of interior work.

Final Payment: Gym shall pay Developer the remaining balance upon completion of the Project and final inspection.

2.2 Expenses. Developer shall be responsible for all expenses incurred in connection with the Project, including but not limited to the following:

Materials: Developer shall procure all necessary materials for the construction of the Gym Facility, including but not limited to building materials, equipment, and fixtures.

Labor: Developer shall hire and pay all labor necessary for the construction of the Gym Facility, including but not limited to construction workers, subcontractors, and project managers.

Permits: Developer shall obtain all necessary permits and approvals from local authorities for the construction and operation of the Gym Facility.

Equipment: Developer shall provide all necessary equipment for the construction of the Gym Facility, including but not limited to tools, machinery, and safety gear.

2.3 Payment Disputes. In the event of a dispute regarding any payment under this Contract, Gym and Developer shall promptly meet and attempt to resolve the dispute in good faith. If the dispute cannot be resolved informally, either party may pursue its remedies under the dispute resolution provisions of this Contract.

2.4 Taxes. Developer shall be responsible for paying all taxes, including but not limited to sales tax, use tax, and income tax, arising out of or related to the Project. Gym shall not be responsible for any taxes incurred by Developer in connection with the Project.

3. Representations and Warranties

3.1 Developer's Warranty. Developer ("Developer") represents and warrants that it has the necessary expertise, experience, and qualifications to perform the services required under this Contract in a professional manner. Developer further warrants that all work performed by Developer, including but not limited to the design, development, and construction of the Gym Facility ("Facility"), will be of good quality, free from defects, and in compliance with the standards and practices of the industry.

3.2 Compliance with Laws. Developer represents and warrants that all work performed under this Contract will comply with all applicable federal, state, and local laws, regulations, ordinances, codes, and standards, including but not limited to building codes, zoning regulations, environmental laws, and occupational health and safety regulations. Developer shall obtain all necessary permits and approvals required for the construction and operation of the Facility and shall be responsible for ensuring that all work is conducted in accordance with the approved plans and specifications and in compliance with all applicable laws and regulations.

3.3 Insurance. Developer shall maintain throughout the term of this Contract comprehensive general liability insurance, including but not limited to coverage for bodily injury, property damage, and personal injury, with limits of liability not less than $[0] per occurrence and [Amount] in the aggregate. Developer shall provide Gym with a certificate of insurance evidencing such coverage prior to commencing work under this Contract.

3.4 Indemnification. Developer shall indemnify, defend, and hold harmless Gym, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any breach of the representations and warranties contained in this section or any act or omission of Developer in connection with the performance of its obligations under this Contract.

4. Indemnification

4.1 Indemnification by Developer. Developer ("Developer") shall indemnify, defend, and hold harmless Gym ("Gym"), its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Developer's performance under this Contract. This indemnification shall apply to any claims, demands, or actions brought by third parties, including but not limited to:

Claims for bodily injury, property damage, or personal injury arising from the construction, operation, or use of the Gym Facility ("Facility").
Claims for breach of contract, negligence, or other wrongful acts or omissions committed by Developer or its subcontractors in connection with the Project.
Claims for infringement of intellectual property rights arising from the use of materials, designs, or other work product provided by Developer.

4.2 Indemnification Procedure. In the event that Gym becomes aware of any claim, demand, or action for which Developer is obligated to indemnify Gym under this Contract, Gym shall promptly notify Developer in writing of such claim. Developer shall then have the right to assume the defense of such claim, at Developer's sole expense, with counsel reasonably acceptable to Gym. Gym shall have the right to participate in the defense of any such claim, at Gym's own expense, with counsel of its own choosing.

4.3 Insurance. Developer shall maintain throughout the term of this Contract comprehensive general liability insurance, including but not limited to coverage for bodily injury, property damage, and personal injury, with limits of liability not less than $[0] per occurrence and [Amount] in the aggregate. Developer shall provide Gym with a certificate of insurance evidencing such coverage prior to commencing work under this Contract.

4.4 Limitation of Liability. Developer's liability under this indemnification provision shall be limited to the extent of any insurance proceeds actually received by Gym under the insurance policies required to be maintained by Developer pursuant to this Contract. Developer shall not be liable for any indirect, consequential, or punitive damages arising out of or relating to Developer's performance under this Contract.

5. Termination

5.1 Termination for Convenience. Either party may terminate this Contract at any time for any reason upon [Number] days' written notice to the other party. In the event of such termination, Gym ("Gym") shall pay Developer ("Developer") for all services rendered and expenses incurred up to the effective date of termination, as outlined in the payment schedule set forth in Schedule A attached hereto.

5.2 Termination for Cause. Either party may terminate this Contract immediately upon written notice to the other party if the other party breaches any material term of this Contract and fails to cure such breach within [0] days of receiving notice of the breach. In the event of termination for cause, Gym shall have the right to withhold payment for any services or expenses incurred by Developer that are related to the breach.

5.3 Effect of Termination. Upon termination of this Contract, Developer shall immediately cease all work on the Gym Facility ("Facility") and shall return to Gym all documents, materials, and equipment provided by Gym in connection with the Project. Developer shall also provide Gym with a final accounting of all expenses incurred and work performed up to the effective date of termination.

5.4 Survival. The provisions of this Contract that by their nature should survive termination, including but not limited to the indemnification, confidentiality, and governing law provisions, shall survive any termination or expiration of this Contract.

6. Confidentiality

6.1 Confidential Information. Each party agrees to keep confidential all information provided by the other party that is marked as confidential or that should reasonably be considered confidential based on the nature of the information and the circumstances of its disclosure.

6.2 Use of Information. Each party agrees to use the other party's confidential information only for the purpose of performing its obligations under this Contract and not to disclose such information to any third party without the other party's prior written consent.

7. Governing Law

This Contract shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflicts of laws principles.

8. Entire Agreement

This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

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