Fire Services Agreement

FIRE SERVICES AGREEMENT

This Fire Services Agreement ("Agreement") is made and entered into as of by and between Fire Services Provider: , entity type: , principal address: ; and Client Name: , entity type: , principal address: . Provider and Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client desires to retain Provider to perform fire protection services, including but not limited to fire watch, system inspection and testing, maintenance, and emergency response at the premises located at ;

WHEREAS, Provider represents that it has the training, licenses, personnel, equipment, and insurance required to perform the services in a workmanlike manner and in compliance with applicable codes, standards, and lawful requirements; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will provide such services to Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. Provider shall provide the services described in Exhibit A (the "Services"), which shall include regular inspections, testing and maintenance of fire protection systems, scheduled fire watch services, emergency on-call response, and preparation of written reports documenting work performed. A general description of the Services is set forth below; the Parties may expand the Services in a written addendum signed by both Parties.

1.2 Response Time. Provider shall use commercially reasonable efforts to respond to emergency calls at the Service Location within minutes of notification during Provider's published hours of operation. If 24/7 coverage is required, the Parties shall specify such requirement in writing.

2. TERM

2.1 Term. The initial term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 10.

3. COMPENSATION AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth in Exhibit B. Unless otherwise agreed in writing, Provider's standard hourly or flat-rate charges apply. The initial monthly/recurring fee is USD.

3.2 Invoicing and Payment. Provider shall invoice Client monthly in arrears, unless otherwise agreed. Invoices are due and payable within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

4. CLIENT OBLIGATIONS; ACCESS

4.1 Access. Client shall provide Provider and its employees, agents and subcontractors reasonable access to the premises, equipment, utilities and records necessary for Provider to perform the Services. Client shall obtain and maintain all required permits and approvals.

4.2 Cooperation. Client shall designate a representative authorized to coordinate scheduling and shall notify Provider of hazards, security procedures, and any conditions that may affect safe performance of the Services.

5. STANDARDS, COMPLIANCE AND PERFORMANCE

Provider shall perform the Services in accordance with generally accepted industry standards and all applicable laws, codes and regulations. Provider shall maintain qualified personnel and shall perform Services in a professional and workmanlike manner consistent with the standards of the fire protection industry.

6. EQUIPMENT, MATERIALS AND TITLE

Unless otherwise agreed, Provider shall supply consumable materials and equipment necessary to perform the Services. Title to any parts supplied by Provider shall pass to Client upon payment in full. Provider shall label or inventory any Client property in its custody and shall return such property upon termination.

7. INSURANCE

Provider shall maintain commercial general liability insurance with limits not less than One Million Dollars ($1,000,000) per occurrence, workers' compensation as required by law, and, where applicable, professional liability or errors and omissions coverage. Provider shall provide certificates of insurance to Client upon request and shall provide at least thirty (30) days' prior written notice to Client in the event of cancellation or material change.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Provider's negligent acts or omissions in performing the Services, except to the extent such claims result from Client's negligence or willful misconduct.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from claims arising out of Client's negligence, breach of this Agreement, or failure to provide safe access to the premises.

9. LIMITATION OF LIABILITY

EXCEPT FOR WILLFUL MISCONDUCT OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. TERMINATION

10.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other Party. Client shall pay Provider for Services performed and for reasonable demobilization costs incurred prior to the effective date of termination.

10.2 Termination for Cause. Either Party may terminate this Agreement for cause if the other Party materially breaches this Agreement and fails to cure the breach within fifteen (15) days after receipt of written notice specifying the breach.

11. CONFIDENTIALITY

Each Party agrees to retain in confidence non-public information disclosed by the other Party that is designated confidential or that reasonably should be understood to be confidential. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving Party, independently developed, or rightfully received from a third party without restriction.

12. FORCE MAJEURE

Neither Party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control, including natural disasters, acts of government, labor disputes, or other force majeure events, provided the affected Party gives prompt written notice and uses commercially reasonable efforts to resume performance.

13. NOTICES

All notices under this Agreement shall be in writing and delivered to the Parties at the following addresses by hand delivery, certified mail (return receipt requested), or nationally recognized overnight courier:

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Waiver of any breach shall not constitute waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement, together with all exhibits and written amendments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements.

EXHIBITS

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