Cooling Tower Service Agreement

COOLING TOWER SERVICE AGREEMENT

This Cooling Tower Service Agreement (Agreement) is entered into as of between Service Provider: and Client Name: .

WHEREAS

WHEREAS, Service Provider is duly experienced and qualified to perform cleaning, inspection, maintenance, chemical treatment, and repair services for mechanical cooling towers and associated systems; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement for the cooling tower(s) located at the Client Address and Service Provider agrees to provide such services subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement set forth the entire understanding between them with respect to the services, payment, liability allocation, confidentiality, and other material terms.

SCOPE OF WORK

Service Provider shall perform all work necessary to inspect, clean, treat, adjust, repair, and maintain the cooling tower(s) and associated condensers, pumps, basins, nozzles, fills, drift eliminators, and monitoring equipment as described below and in any attachments incorporated into this Agreement.

SERVICE SCHEDULE

Services will be performed according to the following schedule and on reasonable business days unless otherwise agreed in writing:

PAYMENT TERMS

In consideration for the services rendered by Service Provider, Client shall pay the amounts described in this section in accordance with the following terms.

Late payments shall bear interest at or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for collection costs, including reasonable attorneys' fees, incurred by Service Provider to collect delinquent amounts.

TERM AND TERMINATION

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 days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination, including reasonable wind‑down costs.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means nonpublic commercial, technical, operational, or financial information disclosed in connection with this Agreement. The recipient shall keep such information confidential, shall not disclose it to third parties except to employees, agents and subcontractors who have a need to know and who are bound to confidentiality obligations at least as protective as this Agreement, and shall use Confidential Information only to perform its obligations under this Agreement. Confidential Information does not include information that is publicly available through no fault of the recipient or independently developed without use of the disclosing party's Confidential Information.

INSURANCE, LIABILITY AND INDEMNITY

Service Provider shall maintain commercial general liability insurance with limits not less than per occurrence, and workers' compensation insurance as required by law. Before commencing work, Service Provider shall provide certificates of insurance upon Client's request.

Each party shall indemnify, defend and hold the other harmless from claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of its negligent acts or omissions or willful misconduct in connection with performance under this Agreement, except to the extent caused by the other party's negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES.

ACCESS, SAFETY AND COMPLIANCE

Client shall provide reasonable access to the cooling tower equipment, utilities, storage, and a safe work environment. Client is responsible for providing any site‑specific safety orientations and coordinating lockout/tagout procedures where necessary. Service Provider shall perform work in compliance with applicable laws, codes, and industry standards.

WARRANTY AND PERFORMANCE STANDARDS

Service Provider warrants that services will be performed in a workmanlike manner consistent with industry standards. Service Provider's sole obligation under this warranty is to re‑perform any nonconforming services reported in writing within days following performance. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to that State's conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and written work orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may designate by notice).

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