Damage Liability Contract

Damage Liability Contract

This Damage Liability Contract ("Agreement") is entered into as of Effective Date: by and between Client Name: Entity Type: Individual Entity, Address: (hereinafter "Provider"), and Service Provider Name: Entity Type: Individual Entity, Address: (hereinafter "Recipient"). Provider and Recipient are each a "Party" and collectively the "Parties."

Recitals

WHEREAS, Provider owns, controls, or otherwise provides access to certain premises, equipment, fixtures, or personal property described below and wishes to permit Recipient limited use or access under terms that allocate responsibility for damage; and

WHEREAS, Recipient desires to use or access the described property for a defined purpose and accepts responsibility for preventing and remedying damage caused by Recipient, its agents, employees, invitees, or subcontractors; and

WHEREAS, the Parties desire to set forth their respective obligations, liability limitations, and procedures for reporting, evaluating, and compensating for damage.

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

1. Definitions

1.1 "Property" means the location, items, equipment, fixtures, or materials specifically described in the Property Description below. Property Description:

1.2 "Damage" means physical harm, loss, destruction, defacement, or impairment to the Property arising out of acts or omissions of Recipient or its agents, employees, invitees, or subcontractors.

2. Allocation of Liability

2.1 Recipient accepts responsibility for Damage to the Property caused by Recipient or any person or entity for whom Recipient is legally responsible. Recipient shall be liable for reasonable costs to repair or replace damaged Property, subject to the limitations set forth in Section 5.

2.2 Notwithstanding the foregoing, Provider remains responsible for latent defects in the Property known to Provider in writing prior to the Effective Date and for Damage resulting solely from Provider's gross negligence or willful misconduct.

3. Reporting; Inspection; Remediation

3.1 Recipient shall promptly notify Provider in writing upon discovery of any Damage. Date of occurrence (if known):

3.2 Provider shall have the right to inspect the Damage. Recipient shall not commence repairs without Provider's prior written consent unless necessary to prevent further loss or hazard. Where immediate remediation is performed by Recipient, Recipient shall preserve invoices, photographs, and such evidence of condition and repair as Provider may reasonably request.

4. Indemnification

4.1 Recipient shall indemnify, defend, and hold harmless Provider and Provider's officers, directors, employees, and agents from and against all claims, demands, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with Damage caused by Recipient or its agents, employees, invitees, or subcontractors, except to the extent such claims result solely from Provider's gross negligence or willful misconduct.

5. Limitation of Liability

5.1 Except for liabilities arising from indemnification obligations, gross negligence, willful misconduct, or breach of confidentiality or privacy obligations, neither Party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, including lost profits, even if advised of the possibility of such damages.

5.2 The aggregate liability of Recipient for direct damages for any single Damage event shall not exceed unless otherwise agreed in writing.

6. Insurance

6.1 Recipient shall, at its expense, maintain commercial general liability insurance in amounts sufficient to cover the obligations herein and shall provide proof of insurance upon Provider's request. Insurance policy or binder number:

6.2 Provider may require that Recipient name Provider as an additional insured with respect to claims arising from Recipient's activities where reasonable and customary.

7. Payment; Security

8. Term; Termination

8.1 This Agreement commences on the Effective Date and continues until terminated in accordance with this Section. Either Party may terminate for material breach by the other Party if such breach is not cured within thirty (30) days after written notice specifying the breach.

8.2 Termination shall not relieve Recipient of its obligations with respect to Damage occurring prior to termination, including payment, indemnification, or remediation obligations.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified below by personal delivery, certified mail, or overnight courier and are effective upon receipt.

10. Amendments; Waiver; Counterparts

10.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties.

10.2 No failure or delay by either Party in exercising any right shall operate as a waiver of that right. A waiver must be in writing and signed by the waiving Party.

10.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

11. Governing Law; Venue

11.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below. Governing law jurisdiction:

11.2 The Parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for resolution of disputes arising under this Agreement.

12. Entire Agreement; Severability

12.1 This Agreement, including any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations, understandings, and agreements.

12.2 If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

13. Miscellaneous Provisions

13.1 Remedies under this Agreement are cumulative and in addition to any other remedies available at law or in equity.

13.2 The Parties represent and warrant that they have the authority to enter into this Agreement and to bind the entity or individual identified by them herein.

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