Business Services AFUE Template

Business Services AFUE Template

Agreement made effective as of .

Client Name:

Client Address:

Service Provider Name:

Provider Address:

Recitals

WHEREAS, Client operates heating equipment and related systems for commercial or residential properties and requires professional testing, inspection and reporting of Annual Fuel Utilization Efficiency (AFUE) and associated performance metrics; and

WHEREAS, Service Provider is duly qualified, licensed and experienced to perform AFUE testing, diagnostics, and related services and represents that it possesses the necessary personnel, instruments and methodologies to perform such services in accordance with accepted industry standards; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the performance of AFUE testing and related business services pursuant to the terms and conditions of this Agreement.

Scope of Work

Services shall include, at minimum, AFUE testing, visual inspection of combustion equipment, draft and flue gas analysis, measurement of input and output energy as required for AFUE calculation, preparation of a written report identifying measured AFUE, recommended corrective actions, and an itemized estimate for any recommended repairs or calibrations. Test procedures and instruments shall be identified in the written report attached hereto as an exhibit or appended to each project file.

Payment Terms

Unless otherwise specified, final payment is due upon delivery of the AFUE report. Payments not received within days of invoice shall bear a late fee equal to of the outstanding balance for each month or fraction thereof.

Term and Termination

Term: This Agreement begins on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause if the other party materially breaches a material obligation and fails to cure such breach within days after receiving written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party acknowledges that in performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information, including but not limited to test results, diagnostics, repair recommendations, pricing, system schematics and customer lists. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees or consultants who have a need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was already in the receiving party's lawful possession without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. The obligations of confidentiality survive termination or expiration of this Agreement for a period of three (3) years.

Indemnification and Liability

Service Provider shall indemnify and hold Client harmless from and against any claims, damages and expenses arising from Service Provider's negligent acts or omissions in the performance of the Services. Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, punitive or lost profit damages. Service Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement for the specific project giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles.

Entire Agreement

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

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign receivables for collection.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership or joint venture relationship between the parties.

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