Aquacheck Business Document

AQUACHECK BUSINESS DOCUMENT

This General Business Agreement ("Agreement") is made effective as of by and between Company Name: ("Company") and Client Name: ("Client"). Company and Client may be referred to hereinafter collectively as the "Parties" and individually as a "Party."

WHEREAS

WHEREAS, Company operates a business providing water quality testing, analysis, consultation and related maintenance services and technical support; and

WHEREAS, Client desires to retain Company to perform certain services set forth herein and Company is willing to perform such services under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Parties agree as follows.

1. SCOPE OF WORK

Deliverables shall include testing reports, written recommendations, on-site services where applicable, and any other items expressly identified in the Scope of Work above. Company shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

Late payments shall incur interest at the rate of on any unpaid balance, calculated monthly. Company reserves the right to suspend services for overdue accounts after ten (10) days' prior written notice and is entitled to recover all collection costs, including reasonable attorney fees.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated as provided herein, shall continue until End Date: .

Either Party may terminate this Agreement for convenience upon providing written notice at least prior to the intended termination date. Either Party may terminate for material breach if the breaching Party fails to cure such breach within fourteen (14) days after receipt of written notice specifying the nature of the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a Party to the other Party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that (a) is or becomes generally available to the public through no act or omission of the receiving Party; (b) was in the receiving Party's lawful possession prior to the disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

The receiving Party shall use Confidential Information solely for the performance of this Agreement, shall protect it with at least the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care), and shall not disclose it to third parties except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein. Upon termination or request, the receiving Party shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

5. OWNERSHIP AND INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Company retains all intellectual property rights in methodologies, reports drafts, tooling, and proprietary materials developed or used in performing the Services. Client is granted a non-exclusive, non-transferable license to use final deliverables for Client's internal business purposes. Any pre-existing materials of a Party remain that Party's sole property.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from claims, liabilities, losses and expenses arising from the indemnifying Party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. INSURANCE

During performance of the Services, Company shall maintain commercial general liability insurance and professional liability insurance in amounts customary for the industry. Upon request, Company shall provide certificates of insurance reasonably requested by Client.

8. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The Parties shall first attempt in good faith to resolve disputes through negotiation. Failing which, the Parties may pursue any available legal or equitable remedies in the courts of the chosen jurisdiction.

9. MISCELLANEOUS

Entire Agreement: This Agreement, including any documents incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings relating to the subject matter hereof. Any amendment must be in writing signed by both Parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

CONTACT INFORMATION

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