Equipment Pump Support Form

Equipment Pump Support Form

Provider Name:    Provider Address:

Client Name:    Client Address:

Recitals

WHEREAS, Provider is in the business of servicing, maintaining, and supplying technical support for industrial pumping equipment, and represents that it has qualified personnel, equipment and experience to perform the services described in this Agreement; and

WHEREAS, Client owns or operates the equipment set forth in this form and desires to engage Provider to perform support services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to document the scope of support, payment terms, term and termination, confidentiality and other commercial terms applicable to the provision of such services.

Scope of Work

Provider shall furnish labor, parts (unless excluded below), supervision and reports necessary to perform support services on the Client's equipment identified below. Services shall include preventive maintenance, inspection, diagnostic testing, corrective repairs as authorized, and preparation of a written service report following each on-site visit.

Equipment Details

Support Services and Response

Provider shall provide the selected service levels and shall use commercially reasonable efforts to meet response times. Emergency response applies only where selected and authorized in advance.

Preventive Maintenance    Corrective Repairs    Emergency Response    Remote Monitoring

Service Schedule and Reporting

Provider will perform scheduled services at the frequency set forth below and will deliver a written service report after each visit describing observations, repairs performed, parts used, recommendations and next scheduled service.

Payment Terms

Client shall pay Provider the fees described below in consideration for the services. Invoices are due in accordance with the billing schedule. Late payments shall accrue interest as provided below and Provider may suspend services for nonpayment after notice.

Term and Termination

This Agreement shall commence on the Effective Date and continue for the Initial Term set forth below, unless earlier terminated in accordance with this section. Either party may terminate for material breach if the breach remains uncured following written notice and the cure period set forth below.

Upon termination, Client shall pay Provider for all services rendered and parts delivered up to the effective termination date. Provider shall return Client property and any unused parts within a commercially reasonable period.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. Confidential Information shall include technical, commercial, financial and operational information marked or reasonably understood to be confidential. The recipient shall hold such information in confidence, shall not disclose it except to those employees and subcontractors who have a need to know, and shall use the same degree of care to protect it as the recipient uses to protect its own confidential information, but not less than a reasonable standard of care. Confidentiality obligations survive termination for a period set below.

Access, Safety and Compliance

Client shall provide Provider with safe access to equipment and a competent site contact. Client is responsible for site safety, lockout/tagout procedures, and compliance with applicable laws. Provider personnel shall comply with Client site rules to the extent reasonably practicable.

Warranty; Limitation of Liability

Provider warrants that services will be performed in a workmanlike manner consistent with industry standards. Except for the express warranty set forth herein, Provider disclaims all other warranties, express or implied. Provider's aggregate liability for any claim arising out of or related to this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim. In no event shall Provider be liable for consequential, incidental, punitive or special damages.

Client acknowledges that certain parts may carry separate manufacturer warranties and that Provider's repair or replacement of parts may void manufacturer warranties in some circumstances; Provider will notify Client when such risks are known or reasonably foreseeable.

Governing Law

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

Entire Agreement

This form, together with any written attachments or approved change 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 oral or written. No modification shall be effective unless in writing and signed by authorized representatives of both parties.

Acknowledgment and Acceptance

By signing below, each party represents and warrants that it has full authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that the party agrees to be bound by the terms and conditions set forth in this form.

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