Legal Misting Agreement

LEGAL MISTING AGREEMENT

This Misting Services Agreement (the "Agreement") is made as of Effective Date: by and between Service Provider Name: , with principal place of business at (hereinafter "Provider"), and Client Name: , with address at (hereinafter "Client").

RECITALS

WHEREAS, Provider is engaged in the business of designing, supplying, installing, operating and maintaining commercial misting and anti-microbial spray systems and related equipment (collectively, "Misting System") and has the skill, experience and personnel to provide such services; and

WHEREAS, Client owns or controls the premises located at Premises Address: and desires Provider to install, service and operate a Misting System on such premises pursuant to the terms and conditions set forth herein; and

WHEREAS, Provider and Client wish to set forth their respective rights and obligations with respect to the installation, operation, maintenance, repair and removal of the Misting System.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Misting System" means the equipment, piping, nozzles, pumps, controllers and related components to be supplied, installed or maintained by Provider as further described in Section 2 and in the detailed scope of work.

1.2 "Services" means the installation, commissioning, routine maintenance, emergency repairs and operation services provided by Provider pursuant to this Agreement.

1.3 "Premises" means the real property set forth at the Premises Address above, including any structures and exterior areas where the Misting System will be located or operated.

2. SCOPE OF WORK

2.1 Provider shall furnish all labor, materials, equipment and supervision necessary to perform the Services described in the Detailed Scope of Work below and to install the Misting System at the Premises in a professional and workmanlike manner in accordance with industry standards.

2.2 Provider shall obtain Client's written approval of any material changes to the scope prior to performing such changes. Additional charges will apply for work outside the approved scope at Provider's standard rates.

3. TERM

3.1 The initial term of this Agreement shall commence on Service Start Date: and shall continue for a period of Term Length (months): months, unless earlier terminated as provided in Section 11. Thereafter the Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

4. COMPENSATION AND PAYMENT

4.1 As full compensation for the Services, Client shall pay Provider the fees set forth below and on any invoice delivered by Provider. Installation Fee: $ . Recurring Service Fee: $ per .

4.2 Invoices are due net thirty (30) days from invoice date unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate. Client shall be responsible for reasonable collection costs, including attorneys' fees, for overdue amounts.

5. EQUIPMENT OWNERSHIP; INSTALLATION

5.1 Unless otherwise expressly set forth in writing, all equipment supplied and installed by Provider, including replacement parts ("Equipment"), shall remain the personal property of Provider. Client shall not encumber, pledge, sell or otherwise transfer the Equipment.

5.2 Provider shall have the right to enter the Premises during reasonable hours to install, inspect, maintain or remove the Equipment upon prior notice except in an emergency. Provider may remove the Equipment upon termination or expiration of this Agreement, subject to reimbursement to Provider of any unpaid fees.

6. MAINTENANCE, REPAIRS AND PERFORMANCE

6.1 Provider shall perform routine maintenance as set forth in the Detailed Scope of Work and shall respond to service calls within Response Time (hours): hours for non-emergencies. Emergency response will be provided on a commercially reasonable basis.

6.2 Client shall notify Provider promptly of any observed defect or malfunction and shall not attempt to repair or modify the Equipment without Provider's prior written consent. Unauthorized modifications or misuse void Provider's warranty obligations.

Provider will perform routine maintenance at no additional charge as specified in the Detailed Scope of Work.

7. PERMITS, LAWS AND REGULATIONS

7.1 Provider shall comply with all applicable laws, ordinances, codes and regulations in performing the Services. Responsibility for obtaining permits necessary for installation shall be: .

7.2 Client shall promptly provide Provider with reasonable access to the Premises and any information required for compliance with environmental, health or safety requirements.

8. WARRANTY

8.1 Provider warrants that the installation services will be performed in a workmanlike manner and that new Equipment (if any) will be free from defects in materials and workmanship for Warranty Period (months): months from the date of installation.

8.2 The foregoing warranty does not cover damage resulting from misuse, vandalism, Acts of God, improper maintenance by Client, unauthorized modification, or normal wear and tear. Provider's sole and exclusive obligation under this warranty shall be repair or replacement of defective components.

9. INSURANCE AND INDEMNITY

9.1 Provider shall maintain commercial general liability insurance with limits customary in the industry and shall provide proof of insurance upon reasonable request. Provider may also carry workers' compensation and automobile liability insurance as required by law.

9.2 Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement or its negligent acts or omissions in connection with performance hereunder, except to the extent caused by the gross negligence or willful misconduct of the indemnified party.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

11. TERMINATION

11.1 Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days following written notice specifying the breach. Provider may suspend Services if Client fails to pay undisputed invoiced amounts when due.

11.2 Upon termination, Client shall pay Provider for all Services performed and for any non-cancellable commitments incurred by Provider prior to termination. Provider may remove the Equipment within thirty (30) days after termination unless the parties agree otherwise in writing.

12. CONFIDENTIALITY

12.1 Each party shall keep confidential and shall not disclose to any third party non-public business information obtained from the other party in connection with this Agreement, except as required by law or to those employees, agents or contractors with a need to know, who are bound by confidentiality obligations no less protective than those contained herein.

13. NOTICES

13.1 All notices shall be in writing and shall be deemed given when delivered in person, by overnight courier, or by certified mail to the addresses set forth above, or such other address as either party may designate by written notice.

14. AMENDMENTS; WAIVER

14.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

15. GOVERNING LAW

15.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 This Agreement, together with any exhibits or 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 and communications, whether written or oral.

16.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely matches the parties' intent.

MISCELLANEOUS

17.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and facsimile or scanned signatures shall be binding.

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