Business Agreement AHU

BUSINESS AGREEMENT AHU

This Business Agreement AHU (the "Agreement") is entered into as of the Effective Date by and between:

Party A (Service Provider):   Address:

Party B (Client):   Address:

RECITALS

WHEREAS, Party A is engaged in the business of providing specialized consulting and/or technical services related to air handling unit ("AHU") systems and associated work; and

WHEREAS, Party B desires to retain Party A to perform certain services in connection with the inspection, repair, replacement, testing and commissioning of AHU equipment, and Party A is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to set forth the complete and binding understanding between them with respect to the services to be provided.

1. SCOPE OF WORK

Party A shall provide the services described below and any deliverables expressly identified in writing and accepted by both parties. The scope shall include labor, materials (unless otherwise stated), testing, commissioning, and documentation necessary to perform the services in a professional manner consistent with industry standards.

2. PAYMENT TERMS

In consideration for the services rendered by Party A, Party B shall pay the fees and reimbursements set forth below. All amounts are non-refundable except as expressly provided in this Agreement.

Unless otherwise specified in the Payment Schedule, invoices are due within days of invoice date. Late payments shall bear interest at the lesser of % per month or the maximum permitted by law. Party B shall also be responsible for any reasonable costs of collection, including attorneys' fees, for overdue amounts.

All fees are exclusive of taxes. Party B shall pay any sales, value-added, use or similar taxes assessed in connection with the services, excluding taxes based on Party A's net income.

3. TERM AND TERMINATION

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

Start Date:   End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of 15 days after written notice of such breach, or immediately upon insolvency or appointment of a receiver for the other party.

Upon termination, Party A shall be entitled to payment for all services performed and reasonable costs incurred through the effective date of termination, subject to any setoffs for damages resulting from breach.

4. CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information from the other party (the "Disclosing Party"). Confidential Information means non-public business, technical and financial information disclosed in any form and marked or otherwise reasonably identifiable as confidential, and includes but is not limited to system designs, test results, pricing, and business plans.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using 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, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was lawfully in the Receiving Party's possession prior to disclosure; or (iii) is independently developed without use of the Disclosing Party's Confidential Information. A Receiving Party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the Disclosing Party to allow for protective measures.

5. INTELLECTUAL PROPERTY; WORK PRODUCT

Unless otherwise agreed in writing, Party A grants to Party B a non-exclusive, non-transferable license to use deliverables produced under this Agreement for Party B's internal business purposes. Party A retains ownership of its pre-existing intellectual property and methodologies. To the extent any new inventions or designs specifically created and paid for under this Agreement are intended to be owned by Party B, such ownership shall be set forth in a separate written assignment executed by the parties.

6. REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents that it has the power and authority to enter into this Agreement. Party A represents that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PARTY A 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 TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. INDEPENDENT CONTRACTOR; COMPLIANCE

Party A is an independent contractor and not an employee, agent, joint venturer or partner of Party B. Party A shall be solely responsible for the payment of all federal, state and local taxes, insurance and other obligations arising from its performance. Each party shall comply with all applicable laws, codes and regulations in performing its obligations.

8. 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.

9. ENTIRE AGREEMENT; AMENDMENT

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

10. SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it enforceable. Neither party may assign this Agreement without the prior written consent of the other party, except that Party A may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or such other address as either party may specify in writing.

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