Document Liner Change

DOCUMENT LINER CHANGE

This Document Liner Change (the "Change") is entered into as of Effective Date: by and between Client Name: with Client Address: , and Service Provider Name: with Provider Address: .

RECITALS

WHEREAS, Client and Service Provider are parties to an existing agreement concerning the maintenance, repair, or replacement of liners for Client equipment identified therein (the "Original Agreement") dated ; and

WHEREAS, Client requires a change to the liner specification, installation timing, or quantity described in the Original Agreement, including but not limited to replacement, upgraded materials, or different liner geometry; and

WHEREAS, the parties desire to document the agreed modifications to the Original Agreement as set forth in this Document Liner Change and to confirm the scope, payment, and other material terms governing the liner change.

SCOPE OF WORK

Service Provider shall perform the work described below in a professional and workmanlike manner in accordance with applicable industry standards. Service Provider shall supply all labor, materials, tools, equipment, and supervision necessary to complete the work except as expressly noted otherwise.

PAYMENT TERMS

Late payments shall accrue interest at the rate of % per month on amounts past due, or the maximum rate permitted by applicable law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred to recover overdue amounts.

TERM AND TERMINATION

This Change shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Change for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate for material breach if the other party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all work performed and materials reasonably procured through the effective date of termination, together with any applicable termination charges set forth in the Original Agreement or agreed in writing by the parties.

CONFIDENTIALITY

For purposes of this Change, "Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including technical specifications, liner designs, pricing, and customer lists. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this obligation; (b) was known by the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence, shall not disclose it to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and shall use Confidential Information solely to perform its obligations under this Change. The obligations under this section shall survive termination of this Change for a period of years.

GOVERNING LAW

This Change shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Change.

ENTIRE AGREEMENT; AMENDMENT

This Change, together with the Original Agreement as modified hereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment, modification, or waiver of any provision of this Change shall be effective unless made in writing and signed by authorized representatives of both parties.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the liner materials supplied shall conform to the specifications set forth in the Scope of Work and shall be free from material defects in workmanship and materials for a period of months from acceptance. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CHANGE EXCEED THE TOTAL AMOUNTS PAID TO SERVICE PROVIDER UNDER THIS CHANGE.

NOTICES

All notices required or permitted under this Change shall be in writing and shall be delivered to the addresses set forth above or to such other address as either party may designate by notice to the other. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail with first-class postage prepaid, or one (1) business day after delivery to a nationally recognized overnight courier.

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