Fire Protection System Agreement

FIRE PROTECTION SYSTEM AGREEMENT

Parties

This Fire Protection System Agreement (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Contractor is duly qualified and experienced in the installation, inspection, testing, maintenance and repair of fire protection systems, including but not limited to automatic sprinkler systems, fire pumps, standpipes, fire detection and alarm systems, and related components; and

WHEREAS, Client owns or controls the premises located at (the "Premises") and desires to engage Contractor to perform fire protection services as set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective obligations, payment terms and remedies with respect to the services to be performed.

Scope of Work

Contractor shall perform the following services at the Premises in a professional and workmanlike manner in accordance with applicable codes, standards and manufacturer recommendations:

Payment Terms

Client agrees to pay Contractor for services performed under this Agreement in accordance with the following terms.

Unless otherwise stated, Client shall reimburse Contractor for reasonable costs of parts and materials supported by invoices. Contractor may suspend performance if Client fails to make payments when due following seven (7) days' written notice.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

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 specifying the breach. Termination shall not relieve Client of obligations to pay for services performed and materials supplied prior to termination.

Inspection, Testing & Maintenance Schedule (Optional)

Select standard recurring services to be provided as part of the agreement:

Monthly inspection     Quarterly testing     Annual full service

Confidentiality

Each party shall hold in confidence and shall not disclose to any third party any non-public information obtained from the other party in connection with this Agreement, including system designs, component lists, inspection findings and pricing (collectively "Confidential Information"), except as required by law or to perform obligations under this Agreement. Confidential Information does not include information that is (a) in the public domain through no fault of the receiving party; (b) rightfully received from a third party without breach of an obligation of confidentiality; or (c) independently developed. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Liability, Insurance and Indemnity

Contractor shall maintain commercial general liability and, where applicable, workers' compensation insurance in amounts customary for the industry. Contractor's liability for direct damages under this Agreement shall be limited to the total amounts paid by Client to Contractor under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental or punitive damages except for liability arising from gross negligence or willful misconduct. Contractor shall indemnify and hold Client harmless from third-party claims to the extent caused by Contractor's negligent performance, subject to the limitations set forth herein.

Compliance with Laws; Permits

Contractor shall perform services in compliance with applicable federal, state and local laws, codes and regulations. Client shall obtain or provide access, permits and approvals required for performance at the Premises unless otherwise agreed in writing.

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.

Entire Agreement

This Agreement, including any exhibits, schedules and written change orders executed by the 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 written or oral. No waiver, modification or amendment of any provision shall be effective unless in writing and signed by both parties.

Notices

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 a party may designate by written notice. Notices shall be deemed given upon personal delivery, three (3) business days after deposit with a nationally recognized overnight carrier, or five (5) business days after deposit in the U.S. mail, postage prepaid.

Amendments and Change Orders

Any changes to the Scope of Work, schedule or price shall be documented in a written change order signed by both parties. Contractor shall not be required to commence changed work without an executed change order.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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