Appliance Agreement

APPLIANCE AGREEMENT

This Appliance Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Owner Name:    Owner Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Owner desires to engage Provider to supply, install, repair and/or maintain the appliances described in this Agreement at the Owner's premises located at ; and

WHEREAS, Provider represents that it possesses the necessary skill, experience and licenses to perform the services described herein and agrees to perform such services under the terms and conditions set forth below; and

WHEREAS, the parties wish to set forth their respective rights and obligations in writing.

Scope of Work

Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. Provider's duties shall include, without limitation, diagnosis, repair, replacement of parts, installation, testing and any recommended preventative maintenance.

Payment Terms

Owner agrees to pay Provider for services rendered under this Agreement as follows:

If payment is not received within days of invoice, Owner shall pay a late fee of per month on the outstanding balance (or the maximum lawful rate, if lower), calculated from the date payment was due until paid in full.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within fourteen (14) days of written notice.

Confidentiality

Each party acknowledges that in performing under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (a) hold confidential information in confidence, (b) use it only to perform obligations under this Agreement, and (c) not disclose it to any third party except to employees, contractors or agents who have a need to know and who are bound by obligations of confidentiality at least as protective as those set forth herein. Confidentiality obligations do not apply to information that is or becomes publicly available without breach, is rightfully received from a third party free of restriction, or is independently developed without use of the other's Confidential Information. Upon termination of this Agreement, each party shall return or destroy the other's Confidential Information upon request.

Warranties; Limitation of Liability

Provider warrants that services will be performed in a competent and workmanlike manner for a period of days from completion. Provider's sole obligation under this warranty is to re-perform nonconforming services or, at Provider's option, refund the portion of the fee attributable to such services. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY OWNER TO PROVIDER UNDER THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE CLAIM.

Insurance and Compliance

Provider shall maintain at its expense insurance coverage customary for the services provided, including commercial general liability and workers' compensation as required by applicable law. Provider shall perform all work in compliance with applicable laws, codes and regulations and shall obtain any required permits.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Entire Agreement and Amendment

This Agreement, including any schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Notices

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by hand, certified mail (return receipt requested), or overnight courier, and shall be deemed given upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an acquirer of substantially all of its assets or business.

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