Lift Refurbishment Project Proposal

LIFT REFURBISHMENT PROJECT PROPOSAL

Parties

Client Name:

Contractor Name:

Recitals

WHEREAS, the Client owns, operates or controls the lift(s) located at: (the "Site"); and

WHEREAS, the Contractor represents that it has the experience, personnel, and licenses necessary to perform refurbishment, modernization, testing and commissioning of the lift(s) at the Site in accordance with applicable codes and industry standards; and

WHEREAS, the Client desires to engage the Contractor and the Contractor agrees to perform the work on the terms and conditions set forth in this Proposal and resulting Agreement.

Scope of Work

Payment Terms

Total Fixed Price (excluding applicable taxes):

Late Payment Fee: If any undisputed invoiced amount is not paid within days after the due date, interest will accrue at or the maximum rate permitted by law, whichever is lower.

Term and Termination

Commencement Date: . Expected Substantial Completion Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days following written notice specifying the breach. The Client may also terminate for convenience upon days' prior written notice; in such event, the Contractor shall be entitled to payment for work performed and documented costs incurred to the date of termination plus reasonable demobilization costs.

Confidentiality

Each party shall keep confidential and not disclose to any third party any proprietary or non-public information disclosed by the other party in connection with this Proposal and subsequent Agreement ("Confidential Information"), except as required by law or to employees, subcontractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that is publicly available through no fault of the receiving party or that was independently developed without use of the disclosing party's Confidential Information.

Warranties and Liability

Contractor warrants that the refurbishment work will be performed in a professional manner consistent with industry standards for a period of months from substantial completion. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS PARAGRAPH, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT WITH RESPECT TO THE WORK GIVING RISE TO THE CLAIM; IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

Insurance and Compliance

Contractor shall maintain insurance customary for lift refurbishment projects, including workers' compensation, commercial general liability, and automobile liability, and shall comply with applicable codes, standards and permit requirements. Upon request, Contractor will provide certificates of insurance evidencing required coverage.

Governing Law and Dispute Resolution

This Proposal and any resulting Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to first seek resolution through good faith negotiations; if unresolved, disputes shall be resolved by arbitration in the governing state under commercial arbitration rules selected by the parties.

Entire Agreement

This Proposal, together with any attachments and accepted change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties and agreements, whether written or oral. No modification shall be binding unless made in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties acknowledge and agree that this Proposal becomes a binding contract upon acceptance by the Client and Contractor in accordance with its terms. Any acceptance that attempts to alter material terms is hereby rejected unless agreed in writing by both parties.

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