Heating Service Agreement

HEATING SERVICE AGREEMENT

This Heating Service Agreement (the Agreement) is made effective as of between Service Provider Name: , with principal address (Service Provider), and Client Name: , with principal address (Client).

RECITALS

WHEREAS, Service Provider is engaged in the business of providing heating system maintenance, repair and emergency services, possessing the skill, experience, and personnel necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform heating inspection, preventive maintenance, repair and related services on the terms and conditions set forth herein; and

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

1. SCOPE OF WORK

Service Provider shall perform heating system services including, but not limited to, inspection, cleaning, routine maintenance, diagnostic testing, repair of heating equipment, replacement of worn components, and emergency response as required. Services shall be performed at the Client premises identified above or other locations as mutually agreed in writing.

2. PAYMENT TERMS

Client shall pay Service Provider for services rendered in accordance with this Agreement. Unless otherwise specified, all fees are exclusive of applicable taxes and permit fees.

Monthly Per Visit One-time Prepaid

Late payments shall incur a fee of % per month on any overdue balance, or a flat fee of , whichever is greater. Client shall also be responsible for collection costs and reasonable attorney fees incurred to recover overdue amounts.

3. 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 to the other party at least days prior to the intended termination date.

Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed or costs incurred prior to the effective date of termination.

4. CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party any non-public business, technical or financial information of the other party (Disclosing Party) disclosed in connection with this Agreement, except to the extent such information: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was rightfully in the Receiving Party’s possession before receipt from the Disclosing Party; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the Disclosing Party’s confidential information.

The Receiving Party may disclose confidential information to its employees, contractors or agents on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those in this Agreement. Upon termination or upon written request, the Receiving Party shall return or securely destroy confidential materials of the Disclosing Party.

5. INSURANCE, WARRANTIES AND LIMITATION OF LIABILITY

Service Provider represents that it shall maintain, at its own expense, general liability and workers’ compensation insurance in commercially reasonable amounts and shall provide certificates of insurance upon Client request. Service Provider warrants that services will be performed with reasonable skill and care in accordance with industry standards. Client’s sole and exclusive remedies for breach of the foregoing warranty shall be the re-performance of nonconforming services or, if Service Provider fails to re-perform, a refund of the fees paid for such nonconforming services.

EXCEPT FOR THE EXPRESS WARRANTY ABOVE, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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. Any legal action arising under this Agreement shall be instituted in the state or federal courts located in the foregoing state, and the parties hereby submit to the exclusive jurisdiction of those courts.

7. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

8. MISCELLANEOUS

Relationship of the Parties: The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or employment relationship. Service Provider is solely responsible for all taxes, insurance and other obligations applicable to its employees and subcontractors.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a sale of substantially all of its assets or business.

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