Equipment Condenser Form

EQUIPMENT CONDENSER AGREEMENT

This Equipment Condenser Agreement (the Agreement) is entered into on by and between Contractor: , Company: , Address: and Client: , Company: , Address: .

RECITALS

WHEREAS, Contractor is engaged in the business of supplying, installing, servicing and testing condenser equipment and related components and possesses the skill, experience and personnel to perform such services in accordance with industry standards;

WHEREAS, Client desires Contractor to supply, install, inspect and/or service the condenser equipment described herein at the location specified below, and Contractor is willing to perform such services under the terms and conditions set forth in this Agreement;

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

SCOPE OF WORK

Contractor shall perform the work described below (Work) in a professional and workmanlike manner consistent with industry practice. Contractor shall provide all labor, materials, equipment, supervision, permits and testing necessary to complete the Work unless otherwise stated.

EQUIPMENT DETAILS

INSPECTION / SERVICE CHECKLIST

Contractor shall inspect and confirm the following items. Initial or check each applicable item upon completion:

PAYMENT TERMS

Client shall pay Contractor for the Work as set forth below. All sums are payable in lawful currency and are exclusive of applicable taxes unless otherwise stated.

Late Payment: Any undisputed amount not received by Contractor within days after the due date shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and will continue until completion of the Work or until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice; Client remains liable for Work performed and non-cancellable commitments as of the termination date.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party that is marked confidential or that, by its nature, would reasonably be considered confidential (Confidential Information). Confidential Information shall not include information that (a) is or becomes generally available to the public through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; or (c) is independently developed without reference to the disclosing party's Confidential Information. The obligations of confidentiality survive termination of this Agreement for a period of months.

WARRANTIES AND ACCEPTANCE

Contractor warrants that materials supplied and services performed under this Agreement shall conform to agreed specifications and shall be free from defects in workmanship for a period of months from the date of final acceptance. This warranty is limited to repair or replacement at Contractor's option. Except as expressly stated in this paragraph, Contractor disclaims all other warranties, express or implied.

LIABILITY AND INDEMNIFICATION

To the fullest extent permitted by law, each party shall indemnify, defend and hold harmless the other party from claims, liabilities and expenses arising out of the indemnifying party's negligence or willful misconduct in connection with the Work. Except for liability arising from gross negligence or willful misconduct, Contractor's aggregate liability for any claim under this Agreement shall not exceed the total Contract Price paid by Client to Contractor under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Any disputes arising under this Agreement shall be resolved in the courts located within that State, subject to the parties' rights to seek injunctive relief where appropriate.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and written change orders signed by the parties, constitutes the entire agreement between Contractor and Client with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

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