Filtration Process Template

Filtration Process Template and Service Agreement

This Filtration Process Template and Service Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client operates facilities that require routine and project-specific filtration processes for liquids or gases and desires standardized documentation and services governing those processes; and

WHEREAS, Service Provider represents that it has the technical expertise, personnel, and equipment necessary to develop, implement, and, if applicable, perform the filtration process described in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, responsibilities, confidentiality obligations, and other terms governing the filtration process and related services.

SCOPE OF WORK

Services shall include preparation of a written Filtration Process Template, procurement assistance for specified filtration media and components where agreed, on-site implementation support if requested, validation testing, and periodic review as described in the Scope of Work above. Client authorizes Service Provider to access the Client site as necessary to perform the services subject to prior scheduling and site safety requirements.

MATERIALS, SPECIFICATIONS, AND PERFORMANCE CRITERIA

PAYMENT TERMS

Client agrees to pay Service Provider the fees and expenses set forth in this section in consideration of the services performed under this Agreement.

Unless otherwise agreed in writing, expenses reasonably incurred by Service Provider in connection with performance (including specialized media, testing supplies, and travel) will be reimbursed by Client upon presentation of invoices and supporting documentation. All amounts are payable within the period specified in the Payment Schedule; withheld taxes, if any, shall be Client's responsibility where required by law.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this section, continues until End Date: .

Either party may terminate this Agreement for convenience by providing the notice specified above. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice describing the breach. Termination shall not relieve Client of payment obligations for services performed or costs incurred prior to termination.

CONFIDENTIALITY

Each party shall treat as confidential all technical, commercial, and other proprietary information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is (a) in the public domain through no breach by the receiving party, (b) rightfully received from a third party without obligation of confidentiality, or (c) independently developed without use of Confidential Information. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose it without prior written consent except as required by law, provided the receiving party gives prompt notice to the disclosing party when disclosure is compelled.

MONITORING, REPORTING AND RECORDKEEPING

Service Provider shall maintain records of testing, maintenance, and validation activities for a minimum period of years and shall provide summaries to Client at intervals specified in the Monitoring and Reporting Procedures or upon reasonable request.

CHANGE CONTROL

Proposed changes to the Filtration Process Template or to operational parameters shall be documented in writing. Client approval is required for any change that materially alters performance criteria, safety procedures, or regulatory compliance obligations. Check to indicate whether an approved change control procedure is attached: Change Control Procedure Attached

WARRANTIES, LIABILITY AND INDEMNIFICATION

Service Provider warrants that services will be performed in a professional manner consistent with industry standards and the specifications set forth in this Agreement. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Each party shall indemnify, defend and hold harmless the other party from and against claims arising from its negligent acts or willful misconduct in connection with performance of this Agreement, subject to any limitations on liability specifically agreed in writing.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If the dispute is not resolved within sixty (60) days, the parties may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT

This Agreement, including all attachments and documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

All notices shall be in writing and delivered to the addresses set forth below or to such other address designated by a party in writing.

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