Business Repair Ex Fix

BUSINESS REPAIR EX FIX AGREEMENT

This Business Repair Ex Fix Agreement ("Agreement") is entered into as of , by and between the parties identified below for the purpose of repairing, restoring, and/or maintaining the equipment, systems, or premises described in the Scope of Work.

WHEREAS

WHEREAS, Contractor represents that it possesses the necessary skill, experience, tools, and licenses to perform repair and maintenance services described herein and agrees to perform such services in a professional and workmanlike manner in accordance with industry standards.

WHEREAS, Client requests that Contractor perform repairs, replacements, or corrective services for the equipment, fixtures, or premises identified in the Scope of Work and will provide reasonable access and cooperation necessary for completion of the work.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, and termination of repair services under the terms and conditions of this Agreement.

SCOPE OF WORK

The Contractor shall perform the repair, replacement, maintenance, and related services described below at the location specified. All work shall be performed according to the specifications, schedule, and standards set forth in this section and in any attachments incorporated herein.

PAYMENT TERMS

Client shall pay Contractor the fees set forth below in consideration for the performance of the Scope of Work. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices are due within days of invoice receipt. Overdue balances shall incur a late fee of on the unpaid balance, and Client shall reimburse Contractor for all collection costs, including reasonable attorney fees, incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until completion of the Scope of Work or the End Date, unless earlier terminated as provided below.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Either party may terminate for convenience upon providing days' prior written notice to the other party. Upon termination, Client shall pay Contractor for all work performed and materials purchased up to the effective date of termination, plus reasonable demobilization costs.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including technical, financial, operational, pricing, and customer information. Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to those employees, agents, or subcontractors with a need to know and who are bound by comparable confidentiality obligations, and (c) use Confidential Information only to perform obligations under this Agreement. Confidentiality obligations survive termination for a period of years, except with respect to trade secrets, which shall be protected for as long as such information qualifies as a trade secret.

WARRANTIES, LIABILITY, AND INSURANCE

Contractor warrants that services will be performed in a competent and workmanlike manner consistent with applicable industry standards for a period of days following completion. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Neither party shall be liable for consequential, incidental, or punitive damages, and each party's aggregate liability for claims arising under this Agreement shall be limited to the total amounts paid or payable to Contractor under this Agreement, except for liability arising from gross negligence or willful misconduct.

Contractor shall maintain insurance coverage customary for the type of work performed, including commercial general liability and, where applicable, workers' compensation and automobile liability, and shall provide certificates of insurance upon Client's request.

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 laws principles. The parties submit to the exclusive jurisdiction and venue of the courts located within that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign to a successor in interest in connection with a sale of substantially all of its assets relating to the business. Notices under this Agreement shall be in writing and delivered to the addresses provided by the parties.

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