Fire Systems Maintenance Agreement

FIRE SYSTEMS MAINTENANCE AGREEMENT

Agreement Date:

PARTIES

RECITALS

WHEREAS, Service Provider is duly qualified, experienced, and equipped to perform inspection, testing, maintenance, repair, and certification services for fire protection systems, and maintains personnel with appropriate training and insurance to perform such services; and

WHEREAS, Client owns or occupies the premises described in this Agreement and desires to retain Service Provider to provide routine maintenance, inspections, testing, emergency response and related services for fire detection, suppression and other life-safety equipment as set forth herein; and

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

SCOPE OF WORK

Service Provider shall perform routine inspection, testing, preventive maintenance, corrective repairs, and emergency response for the fire protection systems located at the Client premises. The scope shall include, without limitation, the systems and items described below and any additional systems agreed in writing:

Standard services shall include periodic inspection and testing, preventive maintenance, system functional checks, logbook maintenance, issuance of written service reports, and coordination of permits or local authority notifications when required. Service Provider shall maintain records of all maintenance and testing performed and shall furnish copies of reports to Client upon request.

Quarterly Inspection   Semi‑Annual Inspection   Annual Inspection   System Testing (per schedule)   Corrective Repairs (labor only unless parts agreed)   24/7 Emergency Response

PAYMENT TERMS

Client shall pay Service Provider for the services described herein according to the following fees and schedule.

Deposit required prior to commencement. If checked, Deposit Amount:

All fees are exclusive of applicable taxes, permits, and fees, which shall be paid by Client unless otherwise agreed in writing. Service Provider shall submit invoices in writing and Client shall pay undisputed amounts in accordance with the Payment Schedule.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the proposed termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination for safety reasons or imminent hazard may be effective immediately.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, including any approved work in progress and costs of demobilization.

CONFIDENTIALITY

Each party shall hold confidential and not disclose to any third party any non‑public information received from the other party in connection with this Agreement, except as required by law or to perform obligations under this Agreement. Confidential information does not include information that is or becomes generally available to the public through no fault of the receiving party.

INSURANCE, LIABILITY AND INDEMNIFICATION

Service Provider shall maintain, at its expense, commercial general liability, professional liability (if applicable), workers' compensation, and automobile liability insurance with limits customary in the industry. Upon request, Service Provider shall provide certificates of insurance evidencing the required coverage.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental or consequential damages. Service Provider shall indemnify and hold Client harmless from claims, damages or liabilities arising from Service Provider's negligent acts or omissions in the performance of services under this Agreement.

COMPLIANCE AND STANDARDS

Service Provider shall perform all services in accordance with applicable laws, regulations, codes and generally accepted industry standards for fire protection systems. Client shall promptly notify Service Provider of any known violations, defects, or changes to the premises that may affect system performance.

ACCESS, COOPERATION, AND SITE CONDITIONS

Client shall provide Service Provider reasonable access to the premises, utilities, and relevant system documentation. Client is responsible for identifying and disclosing any hazardous conditions on site. Service Provider shall not be responsible for delay or additional cost caused by unsafe or inaccessible conditions unless caused by Service Provider.

RECORDS, REPORTING AND WARRANTIES

Service Provider shall maintain accurate records of inspections, tests, maintenance and repairs and shall deliver written reports to Client within a reasonable time after each service visit. Service Provider warrants that workmanship will be performed in a professional manner for a period of from the date of the applicable service. Parts used may carry separate manufacturer warranties which Service Provider will pass through to Client when available.

SUBCONTRACTING AND ASSIGNMENT

Service Provider may subcontract portions of the work subject to Service Provider's supervision and remains responsible for subcontractor performance. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest.

CHANGE ORDERS

Any change to the Scope of Work, schedule, or fees shall be documented in a written change order signed by both parties. Service Provider is not obligated to perform additional work without an executed change order.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in that state.

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 negotiations, representations and agreements, whether written or oral. Any modification must be in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their addresses set forth above or to such other address as either party may designate in writing. Notices shall be effective upon receipt.

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