Business Thermo Document

BUSINESS THERMO DOCUMENT

This Business Thermo Document (the "Agreement") is made effective as of by and between Client Name: and Provider Name: (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Provider is engaged in the business of supplying, installing, calibrating and maintaining temperature monitoring and thermal management systems, including hardware, software, monitoring services and associated support (collectively, the "Thermo Services"); and

WHEREAS, Client desires to retain Provider to perform Thermo Services at Client premises or on Client equipment identified as Model/ID: in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend to set forth their respective rights and obligations with respect to the scope, payment, confidentiality and termination of Thermo Services.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider the fees set forth below for Thermo Services performed pursuant to this Agreement. All amounts are stated in the currency agreed between the Parties.

Provider will submit invoices to Client. Payment is due within days from invoice date. Invoices not paid when due shall accrue a late fee of % per month (or the maximum permitted by law), plus reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: or until the Services are completed to the Parties' mutual satisfaction.

Either Party may terminate this Agreement for convenience upon days' prior written notice. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of payment obligations for Services performed through the date of termination, including reasonable wind-down costs.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical and financial information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, including but not limited to system designs, monitoring data, thresholds and calibration protocols. The Receiving Party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was in the Receiving Party's lawful possession prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or legal process, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates in any lawful effort to limit disclosure.

INSURANCE, LIABILITY AND INDEMNITY

Provider shall maintain commercial general liability and professional liability insurance sufficient to cover its obligations under this Agreement. Each Party's liability to the other arising out of or related to this Agreement shall be limited to direct damages up to an aggregate amount of , except for liability resulting from willful misconduct or gross negligence, for which no cap shall apply. Neither Party shall be liable for consequential, incidental, special or punitive damages.

Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising from its negligence, willful misconduct or breach of this Agreement, subject to the limitations of liability set forth herein.

EQUIPMENT, DATA OWNERSHIP AND ACCESS

Ownership of physical equipment used to deliver Thermo Services shall be indicated below. Provider: Equipment Owned by Provider    Client: Equipment Owned by Client.

All monitoring data collected by Provider in the performance of Services shall remain the property of . Provider shall maintain reasonable access controls and will return or securely destroy Client data upon termination in accordance with Client's written instructions.

FORCE MAJEURE

Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, governmental action, labor disputes, civil unrest, fire, flood, or interruption of utilities or communications (a "Force Majeure Event"). The affected Party shall promptly notify the other and use commercially reasonable efforts to resume performance.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Any legal action shall be brought in the state or federal courts located in that state.

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

NOTICES

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