Business Pump Document

Business Pump Service Agreement

Recitals

WHEREAS, Client Name: is engaged in the operation of a commercial facility requiring pump equipment, services, or related maintenance; and

WHEREAS, Contractor Name: specializes in the sale, installation, repair and maintenance of industrial pumps and has represented the ability to perform the services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will supply, install, service and maintain the pump equipment for Client on the terms contained in this Agreement effective as of Effective Date: .

Scope of Work

Contractor shall perform the services and deliver the equipment described below in a professional manner consistent with industry standards. Services shall include, but are not limited to, equipment supply, installation, calibration, testing, preventive maintenance, emergency repairs, and provision of parts as specified.

Payment Terms

Client agrees to pay Contractor the compensation set forth below in consideration for the performance of the Scope of Work. All amounts are stated in United States dollars unless otherwise indicated.

All invoices are due within days of invoice date. Late payments shall incur interest at a rate of % per month (or the maximum lawful rate if lower) plus a one-time late fee of USD to cover administrative costs.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 15 days after written notice specifying the breach.

Upon termination, Contractor shall cease work and Client shall pay Contractor for all services performed and expenses incurred through the effective date of termination, plus any reasonable wind-down costs expressly agreed in writing.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public business, technical and financial information disclosed by one party to the other, whether oral or written, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to (i) hold Confidential Information of the other in strict confidence, (ii) not use such Confidential Information except as necessary to perform this Agreement, and (iii) not disclose such Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was lawfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The obligations under this Section shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Warranties; Limitation of Liability

Contractor warrants that services will be performed in a competent and workmanlike manner consistent with prevailing industry standards for a period of ninety (90) days following completion of the work unless a longer warranty period for specific equipment is expressly set forth in writing. EXCEPT FOR THE FOREGOING WARRANTY, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from a party's willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total amounts paid by Client to Contractor 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for purposes of any action arising out of or relating to this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses below, or to such other address as a party may specify by notice.

Entire Agreement; Amendments

This Agreement, including all attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by an authorized representative of each party.

Authority to Bind; Certifications

Each party represents and warrants that the person signing this Agreement on its behalf is duly authorized to bind that party to the terms and conditions set forth herein. Each party further certifies that it is not subject to any legal restriction that would prevent it from entering into or performing under this Agreement.

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