Cooling Tower Maintenance Agreement

Cooling Tower Maintenance Agreement

Parties and Contract Date

This Cooling Tower Maintenance Agreement is entered into by and between Client Name: and Contractor Name: .

Effective Date:

Recitals

WHEREAS, Client operates one or more cooling towers and desires routine maintenance, periodic cleaning, water treatment, and related services necessary to maintain safe and efficient operation of the cooling tower system; and

WHEREAS, Contractor is duly qualified, licensed, and experienced in the maintenance and servicing of cooling tower equipment and is willing to perform such services for Client under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

Scope of Work

Contractor shall perform the services described below at the locations identified by Client. Services will be performed in a professional manner consistent with industry standards and applicable law.

Standard services to be provided (check all that apply):

Routine inspection and operational checklist
Mechanical and biofilm cleaning
Water chemistry testing and chemical treatment
Minor mechanical repairs and adjustment (parts excluded unless specified)
Emergency response and corrective service (hourly emergency rate applies)

Payment Terms

Compensation for services performed under this Agreement shall be as follows.

Late Payment: Any invoiced amount not paid within days after the invoice date shall incur a late fee of % per month on the outstanding balance, or the maximum permitted by law, whichever is less.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. In the event of termination for cause due to material breach, the non-breaching party may terminate immediately following written notice if the breaching party fails to cure the breach within 15 days of receipt of such notice.

Upon termination, Client shall pay Contractor for all services performed and reimbursable expenses incurred through the effective date of termination. Contractor shall deliver to Client all reports, records, and materials generated in the performance of services.

Access, Safety, and Compliance

Client shall provide Contractor reasonable access to the cooling tower equipment, utilities, and any confined spaces as necessary for performance of services. Client is responsible for site safety and shall notify Contractor of known hazards. Contractor shall comply with all applicable safety regulations and shall maintain safety records upon request.

Insurance, Indemnity and Liability

Contractor shall maintain commercial general liability, workers' compensation, and automobile liability insurance with limits consistent with industry standards and sufficient to cover liabilities arising from Contractor's operations. Contractor shall provide certificates of insurance upon Client request.

Indemnity: Contractor agrees to indemnify, defend, and hold harmless Client from and against claims, damages, losses and expenses arising out of Contractor's negligence or willful misconduct in the performance of services. Client agrees to indemnify Contractor for claims arising from Client's negligence or breach of this Agreement.

Confidentiality

Each party acknowledges that in performing under this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). A receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely for performance under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than this provision.

Confidentiality obligations shall continue for years following termination or expiration of this Agreement, except for information that: (a) is or becomes public other than by breach of this Agreement; (b) is independently developed by the receiving party; or (c) is required to be disclosed by law, provided that the disclosing party provides prompt notice to permit contesting the disclosure.

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 out of this Agreement shall be resolved in courts located within that state unless the parties agree otherwise in writing.

Entire Agreement; Amendment

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

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given upon personal delivery, confirmed electronic transmission, or three (3) days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

If any provision of this Agreement is held 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, except that Contractor may assign to a successor in interest upon written notice to Client.

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