Business Services Agreement for Elevator Corporation

Business Services Agreement — Elevator Corporation

This Business Services Agreement ("Agreement") is entered into as of between Service Provider: Elevator Corporation, a corporation organized under the laws of with its principal place of business at , and Client Name: , with principal place of business at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing elevator and vertical transportation services, including but not limited to maintenance, repair, modernization, inspection support and emergency response for passenger and freight elevators; and

WHEREAS, Client desires to retain Service Provider to perform services in connection with the equipment described in Exhibit A and Service Provider is willing to perform such services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below and any related work reasonably necessary to complete such services in a professional and workmanlike manner consistent with industry standards.

2. Compensation and Payment Terms

As full compensation for the Services, Client shall pay Service Provider in accordance with the terms set forth below. All amounts are stated in U.S. dollars and are exclusive of applicable taxes unless otherwise specified.

Payments are due within days of receipt of an undisputed invoice. Late payments shall incur interest at the lesser of or the maximum rate permitted by law, compounded monthly. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination for any reason, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination, including any non-cancellable obligations.

4. Confidentiality

Each party (the "Recipient") shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party (the "Discloser") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public technical, commercial, financial and business information, including equipment specifications, maintenance records, pricing and customer lists, but excludes information that is or becomes publicly available without breach of this Agreement, lawfully obtained from a third party, or independently developed by Recipient without use of Discloser's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except that trade secrets shall be kept confidential for so long as they qualify as trade secrets under applicable law.

5. Insurance; Indemnification

Service Provider shall maintain commercial general liability, workers' compensation and automobile liability insurance in amounts customary for the industry and sufficient to cover liabilities arising from the performance of the Services. Certificates evidencing such insurance shall be provided to Client upon request.

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's negligence or willful misconduct in the performance of its obligations under this Agreement.

6. Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve any dispute arising out of this Agreement by negotiation between senior executives. If the dispute is not resolved within 30 days, the parties may pursue any remedy available at law or in equity in the courts of the chosen jurisdiction.

7. Entire Agreement; Amendment

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

8. Notices

All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, overnight courier, or certified mail (return receipt requested) to the addresses below or to such other address as either party designates by notice in accordance with this Section.

9. Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

The parties acknowledge that they have had the opportunity to be represented by counsel and that any ambiguous terms shall not be construed against the drafting party. Headings are for convenience only and do not affect interpretation.

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