Equipment Protection Material

EQUIPMENT PROTECTION MATERIAL AGREEMENT

This Equipment Protection Material Agreement (the Agreement) is entered into as of (Effective Date) by and between Supplier Name: with address at , and Client Name: with address at .

WHEREAS

WHEREAS, Supplier provides materials, components, and ancillary items intended to protect, secure, or insulate equipment, machinery, or related assets (the Equipment Protection Materials); and

WHEREAS, Client requires supply, delivery, and limited installation services for Equipment Protection Materials in connection with Client's operation, and Supplier is willing to supply such materials and services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

EQUIPMENT PROTECTION MATERIALS (ITEMIZED)

The parties agree the following items shall be supplied under this Agreement. Unit prices are exclusive of taxes and shipping unless otherwise stated.

PAYMENT TERMS

Supplier shall invoice Client in accordance with the schedule below. Unless otherwise specified, all payments are due net days from invoice date.

Unpaid amounts shall accrue interest at or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement:    Term Expiration:

Either party may terminate this Agreement for material breach if such breach is not cured within days after written notice. Either party may terminate for convenience with days prior written notice.

DELIVERY, TITLE & RISK OF LOSS

Unless otherwise agreed in writing, delivery shall be FCA Supplier's facility. Title and risk of loss shall transfer to Client upon . Supplier shall package materials to industry standards to prevent damage in transit.

WARRANTIES AND INSPECTION

Supplier warrants that delivered Equipment Protection Materials shall conform to the agreed specifications and shall be free from defects in material and workmanship for a period of months from delivery. Client shall inspect delivered materials within days and notify Supplier of nonconforming items. Supplier's sole obligation for nonconforming items shall be repair or replacement at Supplier's option.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by either party that is marked confidential or that reasonably should be understood to be confidential. Each party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees and contractors with a need to know, and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not include information that is (a) already known without restriction, (b) becomes publicly available through no fault of the receiving party, or (c) independently developed without use of Confidential Information.

INSURANCE & INDEMNITY

Supplier shall maintain commercial general liability insurance and product liability insurance in amounts customary to cover claims arising from the supply or installation of Equipment Protection Materials. Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its negligent acts or willful misconduct in connection with this Agreement, subject to the indemnifying party's applicable defenses and limitations under law.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID TO SUPPLIER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

COMPLIANCE WITH LAWS

Each party shall comply with applicable laws, regulations, and industry standards in the performance of its obligations. Supplier represents that the Equipment Protection Materials supplied hereunder shall comply with applicable safety and environmental standards at the time of delivery.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

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