Boiler House ELT Document

Boiler House ELT Document

This Service Agreement (the Agreement) is entered into as of Effective Date: by and between Owner Name: with principal place of business at , and Contractor Name: with principal place of business at . In this Agreement, Owner and Contractor are sometimes referred to jointly as the Parties and individually as a Party.

RECITALS

WHEREAS, Owner operates the Boiler House facility located at and requires specialized equipment load testing and verification services for its boilers and associated systems ("ELT Services"); and

WHEREAS, Contractor represents that it possesses the technical expertise, qualified personnel, instruments and certifications necessary to perform the ELT Services in accordance with industry standards and regulatory requirements; and

WHEREAS, the Parties desire to set forth the terms, scope, payment and other contractual obligations for the provision of ELT Services at the Boiler House.

1. SCOPE OF WORK

Contractor shall perform ELT Services consisting of testing, inspection, measurement, calibration, reporting and any corrective diagnostic work necessary to complete the Equipment Load Test for the Boiler House as described below. Contractor shall provide all labor, materials, instruments, permits, supervision and temporary protection required to perform the Services in a safe and workmanlike manner.

2. PAYMENT TERMS

As full compensation for the performance of the ELT Services, Owner shall pay Contractor the Total Contract Price set forth below according to the Payment Schedule. All amounts are in U.S. dollars and exclusive of any applicable taxes unless otherwise stated.

Invoices are due within days of receipt. Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum permissible by law. Contractor may suspend performance for non-payment after providing days' written notice to Owner.

3. TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon days' prior written notice. Either Party may terminate immediately for material breach by the other Party that remains uncured for days after written notice specifying the breach.

Upon termination, Owner shall pay Contractor for all Services performed and documented expenses incurred through the effective date of termination and Contractor shall deliver all work in progress and records necessary for Owner to complete the Services.

4. CONFIDENTIALITY

During the Term and for a period of three (3) years thereafter, each Party shall keep confidential and not disclose to any third party any non-public technical, business, financial or operational information received from the other Party that is marked as confidential or that a reasonable person would understand to be confidential (Confidential Information). Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving Party; (ii) was lawfully in the receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

A receiving Party may disclose Confidential Information to its employees, agents, subcontractors or professional advisors who have a need to know, provided that such persons are bound by confidentiality obligations at least as protective as those in this Agreement. If disclosure is required by law or court order, the receiving Party shall provide prompt written notice and cooperate with the disclosing Party to seek protective relief where feasible.

5. INSURANCE, WARRANTY AND LIABILITY

Contractor shall maintain insurance customary for ELT services, including commercial general liability and workers' compensation. Contractor warrants that services will be performed in a professional manner consistent with industry standards. Contractor's sole obligation for breach of the foregoing warranty shall be, at Contractor's option, re-performance of nonconforming services or refund of fees paid for such services. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.

6. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the following addresses (or such other address as a Party designates in writing):

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including all exhibits 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, negotiations and understandings, whether written or oral. Any modifications to this Agreement must be in writing and signed by authorized representatives of both Parties.

9. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates an employment, joint venture, agency or partnership relationship between them. Contractor may not assign this Agreement without Owner's prior written consent, which consent shall not be unreasonably withheld.

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