Business Tools List

BUSINESS TOOLS LIST AND SERVICES AGREEMENT

Parties and Recitals

This Business Tools List and Services Agreement (the Agreement) is entered into as of (Effective Date) by and between , Service Provider, with a principal place of business at ; and , Client, with a principal place of business at .

WHEREAS, Service Provider provides business tools, equipment and related services used in the Client's operations; and

WHEREAS, the parties desire to set forth an itemized inventory of tools and equipment to be used, maintained, or transferred in connection with the services described herein and to establish the terms governing possession, use, care, and payment for such tools and services.

Scope of Work

Business Tools Inventory

The following itemized list identifies tools and equipment that are the subject of this Agreement. Each item is identified by description, quantity, owner designation, condition, serial or identifying number (if applicable), and estimated value. The parties acknowledge that the inventory below is a true and accurate record as of the Effective Date and that changes to this list shall be made only in writing, signed by both parties.

Payment Terms

Client shall pay Service Provider for services and any tool-related fees as follows.

If payment is not received within days after the due date, a late fee of per month (or the maximum permitted by law, whichever is less) shall apply. Parties may additionally agree to a flat administrative late fee of .

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately upon material breach by the other party that remains uncured for a period of thirty (30) days after written notice of such breach.

Care, Use and Liability for Tools

Unless otherwise specified, tools remain the sole property of the listed owner. The party in possession is responsible for reasonable care, secure storage, and routine maintenance. Damage beyond normal wear and tear, loss, or theft while in the possession of a party shall be reported promptly and the responsible party shall be liable for repair or replacement costs in an amount equal to the reasonable replacement cost indicated in the Estimated Value column, subject to any insurance recoveries.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party that is marked as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential information shall not include information that is or becomes generally available to the public through no fault of the receiving party, was known by the receiving party prior to disclosure, or is rightfully obtained from a third party without breach of obligation. Confidential information may be disclosed to personnel and contractors on a need-to-know basis provided such recipients are bound by confidentiality obligations no less protective than those set forth herein.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below without regard to its conflict of law principles.

This Agreement, including any schedules and the itemized Business Tools List recorded herein, constitutes the entire agreement between the parties relating to the subject matter 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.

Representations and Acknowledgments

Each party represents that it has the full right, power and authority to enter into this Agreement and that the person signing on its behalf is duly authorized to bind the party. The inventory listed above is acknowledged by the undersigned as complete and accurate as of the Effective Date except for any items listed in the Additional Inventory Notes.

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