Home Warranty Agreement

HOME WARRANTY AGREEMENT

This Home Warranty Agreement ("Agreement") is made as of by and between Warranty Provider: with principal address and Homeowner: residing at (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Provider is engaged in the business of performing inspection, repair, replacement and maintenance services for residential systems and appliances under warranty programs and holds all necessary licenses and insurances to perform such services; and

WHEREAS, Homeowner desires to retain Provider to render the services described in this Agreement for the residence identified above in accordance with the terms, conditions, limitations and exclusions set forth below.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the Parties agree as follows:

1. SCOPE OF WORK

1.1 Covered Services. Provider shall, during the Term, provide repair or replacement services for the systems and appliances specified in this Agreement, subject to the exclusions, limitations and claim procedures set forth herein. Provider's obligations are limited to repair or replacement of functional failures of covered items resulting from normal wear and tear and do not include cosmetic repairs, code upgrades, or improvements.

2. PAYMENT TERMS

2.1 Contract Price. Homeowner shall pay Provider the total contract price of $ for the services described herein, payable as set forth below.

2.2 Service Call Fee. Homeowner shall pay a service call fee of $ per service visit, payable at time of service unless otherwise agreed in writing.

2.3 Late Payment. Any amount not paid within days after the due date shall accrue interest at a rate of % per month (or the maximum permitted by law, if less).

3. LIMITS, EXCLUSIONS AND CLAIMS

3.1 Coverage Limits. Provider's total liability for repair or replacement under this Agreement shall not exceed $ per Contract Year, unless otherwise agreed in writing.

3.2 Standard Exclusions. This Agreement does not cover: pre-existing defects known to Homeowner prior to the Effective Date; damage caused by negligence, misuse, modification, pest infestation, flood, fire, or acts of God; secondary damage resulting from failure of non-covered items; routine maintenance; or items listed as excluded in the Detailed Scope.

4. TERM AND TERMINATION

4.1 Term. The Term of this Agreement commences on the Effective Date: and continues until unless earlier terminated as provided herein.

4.2 Termination for Convenience. Either Party may terminate this Agreement for convenience by providing the other Party with not less than days' prior written notice.

4.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

5. CONFIDENTIALITY

5.1 Confidential Information. Each Party acknowledges that during performance under this Agreement it may receive non-public information concerning the other Party’s operations, pricing, equipment or systems ("Confidential Information"). Each Party shall hold such Confidential Information in strict confidence and shall not disclose it to any third party except as required by law or to its employees and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

5.2 Exceptions. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) was rightfully in the receiving Party’s possession without restriction prior to disclosure, or (c) is independently developed without use of the disclosing Party’s Confidential Information.

6. WARRANTY, INDEMNITY AND LIMITATION OF LIABILITY

6.1 Provider Warranty. Provider warrants that services will be performed in a workmanlike manner consistent with industry standards. Provider's sole obligation, and Homeowner's exclusive remedy for breach of this warranty, shall be re-performance of deficient services or, at Provider's option, repayment of amounts received for such services, subject to the limitations and exclusions in this Agreement.

6.2 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of its negligent acts or willful misconduct in connection with this Agreement.

6.3 Limitation of Liability. EXCEPT FOR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY HOMEOWNER TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

7. MISCELLANEOUS

7.1 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of all or substantially all of its assets.

7.2 Notices. All 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 in writing.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State specified by the Parties: without regard to principles of conflict of laws.

9. ENTIRE AGREEMENT

This Agreement, together with any attachments or addenda signed 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. Any amendment or modification of this Agreement shall be effective only if in writing and signed by both Parties.

SIGNATURES

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