Automation Repair Service

AUTOMATION REPAIR SERVICE AGREEMENT

RECITALS

WHEREAS, Client Name: and Client Address: (collectively "Client"),

WHEREAS, Service Provider Name: and Service Provider Address: (the "Service Provider"),

WHEREAS, Client desires to engage Service Provider to perform repair, maintenance, and troubleshooting services for automation equipment described in the Scope of Work below, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement; Effective Date: .

SCOPE OF WORK

Service Provider shall perform the repair, diagnostic, preventive maintenance, calibration, and replacement services for Client's automation systems as described below. The scope may include mechanical repairs, electrical troubleshooting, programmable logic controller (PLC) repair, sensor replacement, safety interlock verification, and on-site testing.

SERVICES, MATERIALS, AND ACCESS

Service Provider shall furnish labor and, if agreed in writing, parts and materials necessary to perform the Scope of Work. Client shall provide safe and reasonable access to equipment, required utilities, and any available equipment documentation. Client retains title to all equipment and materials provided by Client.

PAYMENT TERMS

Client shall pay Service Provider for services and materials in accordance with the following terms.

Unless otherwise agreed, Service Provider will invoice Client upon completion of each milestone or monthly for time-and-materials work. Invoices are due within days of invoice receipt. Accepted payment methods are as agreed in writing.

Overdue amounts shall accrue interest at the lesser of the maximum rate permitted by law or per month. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for ten (10) days after written notice, or immediately for safety or regulatory violations that present imminent risk.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. Confidential Information means non-public technical, operational, financial, and business information disclosed in any form. The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than this Agreement.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of ninety (90) days from completion of the specific repair performed ("Warranty Period"). This warranty does not apply to failures caused by misuse, neglect, alteration by others, or consumable items. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICE PROVIDER MAKES NO 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 CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT FOR THE SPECIFIC SERVICES GIVING RISE TO LIABILITY.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail, or overnight courier.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Venue for any dispute arising under this Agreement shall be in the state or federal courts located in that State.

ENTIRE AGREEMENT; ASSIGNMENT

This Agreement, including any attachments and written change orders executed by the parties, constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign receivables for collection.

MISCELLANEOUS

Subcontracting: Service Provider may subcontract portions of the work provided that Service Provider remains responsible for performance. Client shall not withhold approval of reasonable subcontractors.

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or joint venture partner of Client.

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