Business FSW Document

BUSINESS FSW DOCUMENT

This General Business Agreement (the "Agreement") is entered into between Client Name: and Service Provider Name: (collectively, the "Parties").

RECITALS

WHEREAS, the Client requires professional services related to field, shop, and warranty ("FSW") operations as further described in this Agreement; and

WHEREAS, the Service Provider represents that it has the necessary expertise, personnel, equipment, and licenses to perform the FSW services in a commercially reasonable and workmanlike manner; and

WHEREAS, the Parties desire to set forth the terms and conditions governing the provision of such services.

SCOPE OF WORK

The Service Provider shall perform the FSW services described below. The scope includes, without limitation, on-site field services, shop repairs, warranty investigation and remediation, reporting, and delivery of associated documentation and materials.

PAYMENT TERMS

The Client shall compensate the Service Provider for services rendered in accordance with the schedule and amounts set forth below. All amounts are payable in the currency agreed by the Parties and exclusive of taxes unless otherwise specified.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, payments are due within the number of days specified in the invoice. If Client disputes any portion of an invoice, Client shall provide written notice of dispute and pay any undisputed portion in accordance with the due date.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within Notice Period (days): days after receipt of written notice specifying the breach. Either Party may terminate for convenience upon prior written notice of Notice Period (days): days, subject to payment for services performed and reasonable wind-down costs.

Termination for breach shall not relieve the breaching Party of liability for damages arising from the breach, nor shall termination relieve the Client of its obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other, whether disclosed orally, visually or in writing, that is 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 does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) was independently developed without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall (i) protect Confidential Information of the Disclosing Party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

INDEMNIFICATION

Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from third-party claims to the extent caused by (a) the Indemnitor's breach of this Agreement, or (b) the Indemnitor's gross negligence or willful misconduct in performance of this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or indemnifiable third-party claims, neither Party shall be liable to the other for any consequential, incidental, special, punitive, or indirect damages, and each Party's aggregate liability under this Agreement shall not exceed the total amount paid or payable to the Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

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 hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and understandings, whether written or oral. Any amendment or modification to this Agreement must be 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 below or to such other address as either Party may designate by notice in accordance with this Section.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any right under this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is asserted. The Parties are independent contractors and nothing in this Agreement creates a joint venture, partnership, agency, or employment relationship between them.

Sign Now