Business Grinding Agreement

BUSINESS GRINDING AGREEMENT

This Business Grinding Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client conducts business requiring periodic grinding, surface preparation, and related abrasive processing services and desires to engage Service Provider to perform such work under the terms set forth herein;

WHEREAS, Service Provider represents that it possesses the necessary equipment, personnel, experience, and licenses to perform precision grinding, surface conditioning, and material removal services for commercial and industrial clients in a professional manner; and

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality and other terms governing the performance of the grinding services.

SCOPE OF WORK

Service Provider shall furnish all labor, equipment, materials (unless otherwise specified), supervision and other incidentals necessary to perform the grinding services described below in a good and workmanlike manner in accordance with industry standards.

Service Provider shall perform the work at the location(s) identified by Client and shall comply with Client site rules and any reasonable safety requirements provided in writing prior to commencement of work. Any deviations from the written scope must be approved in writing by Client and may be subject to additional charges.

PAYMENT TERMS

As consideration for the services, Client shall pay Service Provider in accordance with the terms set forth below. All payments shall be made in United States Dollars unless otherwise agreed in writing.

Invoices shall itemize labor, materials, equipment rental, and any authorized change orders. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt.

Late payments shall bear interest at the lesser of the maximum rate permitted by applicable law or on the unpaid balance, plus any reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days after written notice, provided that the breach is curable.

Upon termination, Service Provider shall be entitled to payment for all work performed and materials purchased up to the effective date of termination, subject to offsets for damages or costs caused by Service Provider's breach.

CONFIDENTIALITY

Each party acknowledges that, in connection with the performance of this Agreement, it may receive or have access to Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed by a party 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.

Each receiving party shall (a) hold the disclosing party's Confidential Information in strict confidence, (b) not disclose such Confidential Information to any third party except as expressly permitted by this Agreement, and (c) use the Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations shall not apply to information that (i) is or becomes public through no fault of the receiving party, (ii) is lawfully received from a third party without restriction, (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party to allow it to seek protective relief where permitted.

MISCELLANEOUS PROVISIONS

Independent Contractor. Service Provider is an independent contractor and shall be solely responsible for all wages, benefits, taxes, and withholdings for its employees and subcontractors. Nothing in this Agreement creates an employment, joint venture, partnership, or agency relationship between the parties.

Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement.

Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, in no event shall either party be liable for any incidental, consequential, special or punitive damages, and the aggregate liability of either party for any claim arising out of this Agreement shall not exceed the amounts actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

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. Venue for any action arising out of or relating to this Agreement shall be exclusively in the state or federal courts located within that State.

ENTIRE AGREEMENT

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

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be reformed to the maximum extent permitted by law to effect the parties' intent.

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