Business Services Orkin Agreement

BUSINESS SERVICES ORKIN AGREEMENT

This Business Services Orkin Agreement (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing pest control, sanitation and related commercial services and represents that it possesses the requisite training, experience, equipment and licenses to perform the services described herein;

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement at the Client premises located at the address listed above on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their entire agreement with respect to such services.

Scope of Work

Service Provider shall perform the commercial pest control and associated business services (the "Services") described below. Services shall be performed in a professional manner consistent with industry standards and in compliance with all applicable laws and regulations.

Payment Terms

Client shall pay Service Provider in accordance with the fees and schedule set forth below. All sums are payable in lawful currency of the United States and are exclusive of applicable taxes unless otherwise stated.

Invoices not paid within days of receipt shall be subject to a late fee of % per month on the unpaid balance or the highest rate permitted by law, whichever is less.

Term and Termination

The term of this Agreement shall commence on and shall expire on unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for a period of 10 days after receipt of written notice specifying the breach. Termination shall not relieve Client of payment obligations for Services performed through the effective date of termination.

Confidentiality

Each party acknowledges that during the performance of Services it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in writing or orally that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to hold Confidential Information in strict confidence, to use it only for performance of this Agreement, and not to disclose it to third parties except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

The obligations in this section shall survive termination of this Agreement for a period of years, except with respect to trade secrets for which the obligations shall survive as long as permitted by applicable law.

Representations, Warranties and Insurance

Service Provider represents and warrants that it will perform Services in a workmanlike manner in accordance with recognized industry standards and shall maintain general liability insurance sufficient for the Services provided. Service Provider shall furnish proof of insurance upon Client request. Client represents that it will provide reasonable access to premises and information necessary for performance of the Services.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses or expenses arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement, provided that the indemnified party gives prompt written notice of any claim and cooperates in the defense.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

Entire Agreement

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and representations, whether written or oral. Any amendments must be made in writing and signed by authorized representatives of both parties.

Miscellaneous

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

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