Business Services Johnson Controls Document

BUSINESS SERVICES AGREEMENT — JOHNSON CONTROLS

Parties

Service Provider Name:

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing building systems services, energy management, maintenance, and related technical services and has the personnel, expertise, and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services at the locations and subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the services to be provided beginning on the Effective Date: .

Scope of Work

Service Provider shall provide the services described below and any additional services the parties agree to in writing. Detailed deliverables, service levels, and performance metrics will be as set forth in this section and any attached statements of work.

Maintenance / Preventive Services   Repairs    Energy Management    Other:

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below. All payments are due in U.S. dollars in accordance with this section unless otherwise agreed in writing.

Late Payment: Any invoice not paid within days of the invoice date shall accrue a late fee of % per month on the outstanding balance, or the maximum permitted by applicable law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

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 written notice to the other party delivered at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Service Provider for all services performed and reasonable, documented costs incurred through the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice. Termination for cause shall be without prejudice to any other remedies available at law or in equity.

Confidentiality

Each party (the "Receiving Party") acknowledges that it may receive or have access to confidential information of the other party (the "Disclosing Party"). The Receiving Party shall not disclose such confidential information to any third party and shall use the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential information shall not include information that (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's confidential information; or (d) is required to be disclosed by applicable law or judicial process, provided the Receiving Party gives prompt written notice to the Disclosing Party where permitted and cooperates in any effort to limit disclosure.

The obligations of confidentiality shall remain in effect for years following termination or expiration of this Agreement, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Liability and Insurance

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, exemplary or punitive damages, including loss of profits, revenue or business opportunity. Service Provider shall maintain commercial general liability insurance and professional liability insurance in amounts customary for the industry and shall provide certificates of insurance upon reasonable request.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any executed statements of work and attachments expressly incorporated by reference, 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. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Compliance with Laws

Each party shall perform its obligations under this Agreement in compliance with all applicable federal, state and local laws, regulations, and ordinances. Service Provider shall obtain any licenses, permits or approvals necessary to perform the services and shall comply with applicable safety and environmental requirements.

Notices

General Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: No waiver of any breach shall be effective unless in writing signed by the waiving party. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in connection with a corporate reorganization or sale of substantially all of its assets.

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