Equipment Upgrade Rod

EQUIPMENT UPGRADE ROD

This Equipment Upgrade Rod Agreement (the Agreement) is entered into by and between:

Service Provider:

Service Provider Address:

Client:

Client Address:

WHEREAS

WHEREAS, Service Provider is engaged in the business of manufacturing, supplying and installing equipment components, including rods and related upgrade assemblies; and

WHEREAS, Client seeks to procure an upgrade to existing equipment by replacing or retrofitting rod assemblies to achieve specified performance, safety, or compliance objectives; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will supply and install the Equipment Upgrade Rod(s) described herein.

DESCRIPTION OF UPGRADE ROD(S)

Project Reference/Order No.:

SCOPE OF WORK

Service Provider shall supply, deliver and, if applicable, install the Equipment Upgrade Rod(s) described above in accordance with the specifications set forth in this Agreement. Work shall include procurement of parts, necessary machining or assembly, testing, and reasonable on-site integration labor. Any work beyond the agreed specifications will require a written change order signed by both parties.

PAYMENT TERMS

Total Contract Amount: $

Payment Schedule:

Late Payment: Any undisputed amount not paid when due shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus reasonable collection costs and attorneys' fees incurred by the non-defaulting party.

TERM AND TERMINATION

Commencement Date:    Termination Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days after written notice specifying the breach. Upon termination, Client shall pay Service Provider for all work performed and costs reasonably incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes technical data, know‑how, trade secrets, pricing, customer lists and information marked or reasonably understood to be confidential. Each party shall: (i) hold such Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) not disclose such information to third parties except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (iii) use such information solely to perform this Agreement.

Confidentiality obligations do not apply to information that: (a) is or becomes public through no fault of the receiving party; (b) was known to the receiving party prior to disclosure as evidenced by written records; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information as required by law or valid order of a court or governmental body, provided that, to the extent permitted, it provides prior written notice to the disclosing party and cooperates in any reasonable efforts to limit disclosure.

WARRANTY AND LIMITATION OF LIABILITY

Service Provider warrants that the Equipment Upgrade Rod(s) furnished under this Agreement will conform to the specifications set forth herein and will be free from defects in materials and workmanship for a period of from the date of installation or delivery as applicable. Remedies for breach of this warranty are limited to repair or replacement of defective components at Service Provider's option. EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of Service Provider for any claim arising out of or relating to this Agreement shall not exceed the total amount paid by Client 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 its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing, and shall be deemed given upon personal delivery, one business day after deposit with a recognized overnight carrier, or three days after mailing by certified mail.

SIGNATURES

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