Boiler House Business Template

Boiler House Business Template

Recitals

WHEREAS, Client Name: is engaged in the business of operating or managing boiler house services and related facilities; and

WHEREAS, Contractor Name: possesses the experience and capacity to provide the services described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of boiler house services effective as of .

Scope of Work

Contractor shall provide the services and deliverables described below. Contractor shall perform all services in a professional and workmanlike manner, consistent with industry practice for boiler house operation, maintenance, inspection, and repair.

Payment Terms

Compensation: Client shall pay Contractor a total fee of $ (the "Contract Fee") in accordance with the schedule below. All payments are exclusive of applicable taxes unless otherwise provided.

Invoicing and Payment Terms: Contractor shall submit invoices to Client in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Disputed items must be notified in writing within the same period.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower. Late payment charges shall be payable in addition to all other remedies available to the party owed payment.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination for cause is governed below.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure within days following written notice specifying the breach. Termination does not affect accrued payment obligations or rights that by their nature survive termination.

Confidentiality

Definition: "Confidential Information" means information disclosed by either party that is designated as confidential or which by its nature ought reasonably to be treated as confidential, including but not limited to operational procedures, equipment specifications, maintenance records, pricing, and technical data.

Obligations: Each party shall (a) use Confidential Information only for the performance of this Agreement, (b) protect Confidential Information 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 (c) not disclose Confidential Information to third parties except to those employees, agents, or subcontractors with a need to know who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available other than by breach, (ii) was rightfully in the receiving party's possession prior to disclosure, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and, where permitted, cooperates in limiting the disclosure.

Duration: The confidentiality obligations of this section shall survive termination of this Agreement for a period of years.

Insurance; Indemnification

Insurance: Contractor shall maintain, at its expense, insurance customary for the industry and appropriate to the scope of services, including commercial general liability and workers' compensation coverage. Certificates evidencing required coverage shall be provided upon request.

Indemnification: Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Contractor's negligent acts or omissions in the performance of services, except to the extent caused by Client's negligence or willful misconduct.

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 law principles.

Entire Agreement

This Agreement, together with any exhibits or 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 written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Relationship of Parties: Contractor is an independent contractor for all purposes and not an employee, partner or joint venturer of Client. Contractor shall be solely responsible for payment of payroll taxes and other withholdings for its personnel.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or to a purchaser of substantially all of its business or assets without consent.

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