Business Services Fume Pro

Business Services Agreement — Fume Pro

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , whose principal place of business is

and Service Provider Name: (referred to below as "Provider"), whose principal place of business is

RECITALS

WHEREAS, Client requires professional business services related to fume extraction, ventilation assessment, installation, maintenance and related advisory services at the Client's facilities (the "Services"); and

WHEREAS, Provider represents that it possesses the expertise, personnel, equipment and necessary licenses to perform the Services and is willing to perform such Services for Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms by which Provider will furnish the Services and Client will compensate Provider.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . Client shall pay Provider in accordance with the following schedule:

Deposit Amount (if any): $ due on or before .

Invoice Terms: Invoices are due within days of invoice date. Late payments shall incur interest at per month or the maximum permitted by law, whichever is less. Provider may suspend Services for overdue amounts following ten (10) days' written notice.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice of the breach.

Termination for cause acknowledged:

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to third parties any Confidential Information disclosed by the other party except as required by law. "Confidential Information" means non-public information designated as confidential or which by its nature ought reasonably to be treated as confidential. This obligation shall survive termination of this Agreement for a period of years, provided that trade secrets remain protected as long as permitted by law.

INSURANCE AND INDEMNIFICATION

Provider shall maintain commercial general liability and workers' compensation insurance in amounts appropriate to the Services. Provider agrees to indemnify and hold harmless Client from claims arising out of Provider's negligence or willful misconduct in performing the Services, subject to limitations set forth herein.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special, punitive or exemplary damages. The aggregate liability of each party arising out of this Agreement shall not exceed the total fees paid by Client to 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 conflict of law principles. Venue for any action arising out of this Agreement shall be in the state or federal courts located in that state.

ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work 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 and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment is prohibited without the other party's prior written consent, provided that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses set forth above.

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