HEPA Document Template

HEPA Document Template

This HEPA Supply, Installation and Maintenance Agreement (“Agreement”) is entered into as of between:

Client Name:

Contractor Name:

RECITALS

WHEREAS, Client seeks to procure High Efficiency Particulate Air (HEPA) filtration units, associated equipment and services for the purpose of reducing airborne particulate contaminants at the Project Location; and

WHEREAS, Contractor is engaged in the business of supplying, installing and maintaining HEPA filtration equipment and represents that it has the technical expertise, personnel and licenses to perform such services in accordance with applicable industry standards; and

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

SCOPE OF WORK

PAYMENT TERMS

Total Contract Price: $

Late Payment Fee: on outstanding balances accruing from the date invoice becomes delinquent.

TERM AND TERMINATION

Commencement Date:     Termination Date:

Either party may terminate this Agreement for material breach by the other party after providing written notice and an opportunity to cure. Notice Period for termination without cause: days prior written notice.

Upon termination, Contractor shall be paid for all work performed to the effective date of termination and shall deliver any completed materials. Client shall return any Contractor-owned tools or equipment at Client expense.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public technical and business information disclosed in connection with this Agreement. Confidential Information does not include information that is (i) publicly known through no fault of the receiving party, (ii) lawfully received from a third party without restriction, or (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence, use it only for performance under this Agreement, and restrict access to employees and contractors who have a need to know and who are bound by confidentiality obligations. These obligations shall survive termination for years.

WARRANTIES, LIABILITY AND INSURANCE

Contractor warrants that equipment supplied shall be new (unless otherwise agreed), free from material defects in workmanship and conform to the specifications set forth in the Scope of Work for a period specified in the Scope of Work. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

Neither party shall be liable to the other for incidental, consequential, special, or punitive damages except to the extent resulting from gross negligence or willful misconduct. The parties agree to maintain insurance coverage customary for transactions of this type, including general liability and, where applicable, commercial automobile and workers' compensation insurance.

INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Client from and against claims, losses, liabilities and expenses to the extent arising out of Contractor's breach of this Agreement, negligent acts, willful misconduct, or violations of applicable law in performing the Services. Client shall indemnify Contractor for Client's grossly negligent acts or willful misconduct.

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.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign to an affiliate or successor in interest.

NOTICES AND CONTACTS

By signing below, each signatory represents and warrants that they are duly authorized to execute this Agreement on behalf of the party indicated and that the information provided in this Agreement is true and complete to the best of their knowledge.

Sign Now