Field Service Pricing Agreement

FIELD SERVICE PRICING AGREEMENT

This Field Service Pricing Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: with principal address: and Client Name: with principal address: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing field service, maintenance, repair, installation, inspection and related professional services within the industry; and Service Provider represents that it has the personnel, licenses, experience, and capability to perform the services described herein;

WHEREAS, Client desires to engage Service Provider to perform field services at locations designated by Client under the rates and terms set forth in this Agreement, and Service Provider is willing to perform such services on the terms and conditions stated below; and

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

1. SCOPE OF WORK

Service Provider shall perform field services as requested by Client and described in the work orders issued under this Agreement. Each work order shall reference this Agreement and identify the location, description of services, deliverables, and any specific scheduling requirements. Core service categories may include preventative maintenance, emergency repair, installation, diagnostics, testing, and parts replacement.

2. PAYMENT TERMS

Compensation for services shall be calculated as set forth in this Section. Unless otherwise agreed in a signed work order, the following pricing structure applies.

All invoiced amounts shall be payable in the currency specified on the invoice. Client shall pay all undisputed portions of invoices in accordance with the payment schedule. Disputed charges must be communicated in writing within ten (10) days of receipt of invoice, and the parties shall promptly attempt to resolve any disputed amounts. Late payments accrue interest as specified above and Service Provider may suspend further services for accounts more than thirty (30) days past due after providing seven (7) days' written notice.

3. TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Either party may terminate for convenience upon providing the notice period set forth above. Termination shall not affect Client's obligation to pay for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party acknowledges that during performance under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means information disclosed 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 pricing, technical data, customer lists, service records, and business plans. Each party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

5. INSURANCE, INDEMNIFICATION AND LIMITATION OF LIABILITY

Service Provider shall maintain, at its expense, commercial general liability and workers' compensation insurance appropriate to the services performed. Service Provider shall indemnify and hold harmless Client from claims arising out of Service Provider's negligent acts or omissions in performance of services, subject to applicable law. Except for liability arising from willful misconduct or gross negligence, the total aggregate liability of either party under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the preceding twelve (12) months.

6. 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. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located within that State, subject to any mandatory arbitration agreed in a separate written work order.

7. ENTIRE AGREEMENT

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

8. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party provides in writing.

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