Business Valve Document

BUSINESS VALVE DOCUMENT

This Business Valve Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Supplier Name: .

WHEREAS

WHEREAS, Client requires supply, installation, repair, testing or maintenance services for industrial valves and related components as specified herein (the "Services"); and

WHEREAS, Supplier represents that it has the technical expertise, personnel, equipment and licensing necessary to perform the Services and to supply parts that conform to agreed specifications; and

WHEREAS, the parties desire to set forth the terms and conditions under which Supplier will perform the Services and Client will compensate Supplier.

SCOPE OF WORK

Supplier shall perform the Services described below in accordance with industry standards and the specific requirements set forth by Client. Supplier shall supply labor, materials, equipment, certificates, and documentation necessary for completion unless otherwise noted.

Valve models and quantities (if applicable):

PAYMENT TERMS

Contract Price: Client shall pay Supplier the total contract price as set forth below.

Invoices submitted by Supplier shall be payable within days of receipt unless otherwise agreed in writing. Payments shall be made in US Dollars unless the parties agree otherwise in writing.

Late Payment: Unpaid amounts shall accrue a late fee of on the outstanding balance, calculated monthly, or the maximum rate permitted by law, whichever is lower.

DELIVERY, ACCEPTANCE AND WARRANTY

Delivery terms shall be as set out in the Scope of Work. Client shall inspect and accept the Services and delivered parts within days following practical completion or delivery. Failure to provide written rejection specifying nonconformities within such period shall constitute acceptance.

Warranty: Supplier warrants that all supplied parts and performed Services shall be free from defects in materials and workmanship for a period of from the date of acceptance. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of defective items or re-performance of defective Services.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days of receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party, without the prior written consent of the other party, any technical, commercial or business information (including pricing, specifications, designs, trade secrets and testing data) disclosed by the other party and clearly designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was already in the receiving party's possession without restriction, or (iii) is rightfully obtained from a third party without breach of a confidentiality obligation.

The receiving party shall use Confidential Information solely for the performance of this Agreement and shall protect such information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

INDEMNIFICATION AND LIABILITY

Supplier shall indemnify, defend and hold Client harmless from and against any third-party claims, liabilities, losses or damages arising out of Supplier's negligence or willful misconduct in performing the Services or supplying defective goods, except to the extent caused by Client's negligence or willful misconduct.

Except for liability arising from willful misconduct, gross negligence, or Supplier's indemnification obligations, neither party shall be liable to the other for incidental, consequential, punitive or special damages, and aggregate liability for any claim arising under this Agreement shall not exceed the total amount paid or payable by Client to Supplier under this Agreement.

COMPLIANCE; INSURANCE

Supplier warrants that it will perform the Services in compliance with all applicable laws, regulations and industry standards. Supplier shall maintain insurance customary for the scope of Services, including general liability and, where applicable, professional liability and workers' compensation insurance, and upon request shall provide certificates evidencing such coverage.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of Governing State: without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in the agreed state unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

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

NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or delivered by overnight courier to the addresses set forth above (or to such other address as either party may designate in writing).

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship. Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Supplier may assign accounts receivable.

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