Business Freeze Protection Agreement

Business Freeze Protection Agreement

This Business Freeze Protection Agreement (the Agreement) is made and entered into as of by and between Service Provider: , with principal place of business at , and Client Name: , with principal place of business at .

WHEREAS

WHEREAS, Service Provider is in the business of providing proactive monitoring, physical and procedural safeguards, and emergency response services intended to prevent, mitigate, or respond to freeze-related damage to Client's business premises and systems; and

WHEREAS, Client desires to retain Service Provider to provide freeze protection services for the facilities and assets identified in this Agreement under the terms and conditions set forth herein; and

WHEREAS, Service Provider agrees to render such services subject to the scope, limitations, fees, and indemnities described in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described above during normal business hours and during designated emergency periods as reasonably necessary to prevent or respond to freeze events. Services may include, but are not limited to, remote monitoring, scheduled inspections, on-site activation of heating systems, circulation protocols, temporary heating deployment, water runoff mitigation, and coordination with subcontractors when required. Service Provider shall exercise commercially reasonable efforts but does not guarantee the absolute prevention of freeze damage.

PAYMENT TERMS

Client shall pay Service Provider in accordance with the payment schedule above. All fees are exclusive of taxes, surcharges for emergency after-hours responses, and costs for third-party materials or subcontracted services unless expressly included in the payment schedule. Invoices are payable within days of invoice date.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall be responsible for all collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause by delivering written notice to the other party at least days prior to the proposed termination date.

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 thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services rendered and expenses incurred up to the effective date of termination. Sections that by their nature survive termination, including payment obligations, confidentiality, indemnification, and limitation of liability, shall remain in effect.

CONFIDENTIALITY

Each party (the Receiving Party) shall maintain in confidence all non-public, proprietary, or confidential information disclosed by the other party (the Disclosing Party) and designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information excludes information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the Disclosing Party's confidential information; or (d) is required to be disclosed by law or competent authority, in which case the Receiving Party shall give prompt notice and cooperate with the Disclosing Party to seek protective measures.

The Receiving Party shall restrict disclosure of Confidential Information to employees, contractors, or agents with a need to know and shall be responsible for breaches by such persons. Upon termination or upon request, the Receiving Party shall return or destroy Confidential Information and certify such destruction if requested.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for liabilities arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, special, consequential, punitive, or exemplary damages, including lost profits, regardless of theory of liability. Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising out of its negligent acts or omissions in the performance of this Agreement.

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.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed contemporaneously with it, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other. Notices are effective upon receipt.

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create an agency, partnership, joint venture, or employer-employee relationship.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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