HVAC Ventilation System Template

HVAC Ventilation System Agreement

This Agreement is entered into as of between:

Client Name:    Client Address:

Contractor Name:    Contractor Address:

WHEREAS

WHEREAS, Client desires to procure ventilation system services for the premises identified above, including but not limited to design, supply, installation, testing and commissioning of HVAC ventilation equipment and associated ductwork and controls; and

WHEREAS, Contractor represents that it possesses the expertise, licensing, personnel and insurance to perform such work in accordance with applicable codes, industry standards and the scope described herein; and

WHEREAS, the parties intend to set forth their respective obligations, payment terms and risk allocation in this Agreement.

1. Scope of Work

Contractor shall perform the work described below at the premises identified above. Work includes labor, materials, equipment, testing and commissioning unless otherwise excluded in writing.

Heat Recovery Ventilator (HRV)    Energy Recovery Ventilator (ERV)    Exhaust Only    Supply Only

Ductwork Replacement    Filters (specify MERV rating below)    MERV Rating:

2. Payment Terms

Total Contract Price: $ (USD)

Deposit Amount: $    Balance Due on Completion: $

Late Payment: Past due amounts shall accrue interest at or the maximum permitted by law, and Contractor may suspend work after ten (10) days' written notice for nonpayment.

3. Term and Termination

Contract Commencement Date:    Estimated Completion Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Termination for convenience by Client requires days' prior written notice and payment for work performed to date plus reasonable demobilization costs.

4. Confidentiality

Each party agrees that Confidential Information of the other party shall be held in strict confidence and used only for performance under this Agreement. "Confidential Information" includes design drawings, equipment specifications, controls programming, pricing, and other non-public business or technical information. Confidential Information does not include information that is or becomes public other than through breach of this Agreement, independently developed without use of the other's Confidential Information, or lawfully obtained from a third party without restriction.

Receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, and shall limit disclosure to employees and subcontractors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein.

5. Testing, Inspection and Acceptance

Client shall have the right to inspect and witness functional testing. Acceptance shall be deemed when the system meets the agreed performance metrics in the acceptance criteria or upon Client's written acceptance.

6. Warranties

Contractor warrants that workmanship will be free from defects for a period of from the date of acceptance and that materials and equipment shall carry the manufacturers' standard warranties. Remedies are limited to repair or replacement at Contractor's option, except where otherwise required by law.

7. Change Orders

8. Insurance, Compliance and Indemnity

Contractor shall maintain commercial general liability, workers' compensation, automobile and professional liability insurance as appropriate for the work and shall provide certificates upon request. Contractor shall perform work in compliance with applicable codes, regulations and standards. Contractor shall indemnify Client against claims arising from Contractor's negligence or willful misconduct, except to the extent caused by Client's negligence.

9. Limitation of Liability

Except for indemnification obligations, breach of confidentiality, and willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for claims under this Agreement shall not exceed the total contract price paid to Contractor under this Agreement.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. Venue for any dispute shall be in a competent state or federal court in that jurisdiction.

11. Entire Agreement

This Agreement, including any exhibits, attachments and written change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

12. Miscellaneous Provisions

If any provision is held unenforceable, the remaining provisions shall remain in full force. Notices shall be in writing and delivered to the addresses set forth above by certified mail, courier or personal delivery. Subcontracting of work shall not relieve Contractor of its obligations under this Agreement.

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