Beacon Fell View Property

BEACON FELL VIEW PROPERTY AGREEMENT

Effective Date:

Parties

Recitals

WHEREAS, Owner is the legal owner of the real property commonly known as Beacon Fell View and described as: (the "Property"); and

WHEREAS, Owner desires to retain Service Provider to perform services related to the operation, maintenance, improvement and management of the Property as set forth in this Agreement; and

WHEREAS, Service Provider has represented that it has the skill, experience, and personnel necessary to perform such services and is willing to perform them upon the terms and conditions set forth herein.

Scope of Work

Service Provider shall perform the services described below for the Property. The services shall include all labor, materials, supervision and other items necessary to complete the work in a professional manner in accordance with industry standards.

Payment Terms

Contract Sum: Owner shall pay Service Provider the total amount of $ for the complete performance of the Scope of Work, subject to adjustments as set forth in this Agreement.

Late Payment: Any amount not paid within days after the due date shall accrue interest at per month, or the maximum rate permitted by law, together with all costs of collection, including reasonable attorneys' fees.

Term and Termination

Term: This Agreement shall commence on and shall terminate on unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the intended termination date. In the event of termination, Owner shall pay Service Provider for all work performed and documented costs incurred through the effective date of termination, subject to setoffs for breaches.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 14 days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in the course of performance it may obtain confidential or proprietary information of the other party. "Confidential Information" means nonpublic information disclosed in writing or orally and designated as confidential or that a reasonable person would understand to be confidential given the nature of the information.

Obligation: Each party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents, contractors, or professional advisors having a need to know, provided that such persons are bound by confidentiality obligations at least as restrictive as those contained herein.

Acknowledgement: By checking the box below, the party acknowledges receipt of Confidential Information and agrees to be bound by the confidentiality obligations set forth in this Agreement.

I acknowledge and agree to the confidentiality obligations.

Indemnification and Insurance

Indemnification: Service Provider shall indemnify, defend and hold harmless Owner and its agents, employees and affiliates from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Service Provider's performance of the Scope of Work, except to the extent caused by Owner's gross negligence or willful misconduct.

Insurance: During the term of this Agreement, Service Provider shall maintain commercial general liability insurance, workers' compensation as required by law, and automobile liability insurance where applicable. Upon request, Service Provider shall provide certificates evidencing such coverage.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, punitive or special damages. The aggregate liability of either party arising out of or in connection with this Agreement shall not exceed $.

Compliance with Laws

Each party shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in the performance of its obligations under this Agreement. Service Provider shall obtain and maintain all permits, licenses and approvals required to perform the Scope of Work.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. Venue for any dispute arising under this Agreement shall be the state or federal courts located in the county where the Property is situated.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth above or to such other address as a party may designate by notice in accordance with this paragraph.

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