Business Services Precision Balance

BUSINESS SERVICES PRECISION BALANCE

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider: , and Client: .

WHEREAS

WHEREAS, Service Provider is duly qualified and experienced in performing precision balancing, calibration, and related mechanical services required for rotating equipment and precision machinery; and

WHEREAS, Client desires to retain Service Provider to perform precision balancing services described herein, and Service Provider agrees to perform such services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the services and payment therefor.

SCOPE OF WORK

Service Provider shall perform precision balancing and associated services as described below. The scope includes, without limitation, dynamic balancing, static balancing, vibration analysis, corrective machining or material removal approved in writing by Client, test runs, and reporting of results. Work shall conform to industry standards and the specifications set forth herein.

PAYMENT TERMS

Client agrees to pay Service Provider for services rendered as set forth below. All amounts are payable in lawful currency and are exclusive of taxes unless otherwise stated.

Unpaid amounts shall accrue interest at from the due date until paid. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Agreement.

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. Either party may also terminate immediately for material breach if such breach remains uncured for a period of 15 days after written notice thereof.

Upon termination, Client shall pay Service Provider for all services performed and expenses reasonably incurred through the effective date of termination. Sections related to confidentiality, indemnification, payment for services rendered, and governing law shall survive termination.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential ("Confidential Information"). Confidential Information does not include information that is (i) publicly known through no fault of the receiving party; (ii) rightfully received from a third party without restriction; (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law or valid legal process, provided the disclosing party is given prompt notice and the disclosure is limited to the extent legally required.

The receiving party shall use Confidential Information only for the purposes of performing this Agreement and shall restrict access to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except trade secrets which shall remain confidential for so long as they qualify as trade secrets.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against claims, liabilities, losses and expenses arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its choice of law rules. 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

This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate by notice in accordance with this section. Notices shall be deemed given when delivered personally, by certified mail, or by reputable overnight courier.

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