Loading Dock Hood Agreement

LOADING DOCK HOOD AGREEMENT

Parties

Recitals

WHEREAS, Client Name: owns or operates the loading dock and associated ventilation hood(s) located at: ; and

WHEREAS, Contractor Name: is engaged in the business of inspection, cleaning, maintenance and repair of loading dock hood systems and related ventilation equipment; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform services for Client effective as of: .

Scope of Work

Contractor shall perform the work described below at the Site identified above. Services shall include, without limitation, inspection, removal of accumulated grease, cleaning of hood interior and filters, ductwork spot-cleaning as specified, reinstallation of components, and provision of a written service report. Contractor shall supply all labor, tools, equipment and supplies necessary to perform the Work in a professional and workmanlike manner consistent with industry standards.

Estimated commencement date: . Estimated completion or next scheduled service: .

Payment Terms

Client shall pay Contractor the sums set forth below in exchange for the Work. Payments are due in accordance with the Payment Schedule. All amounts are payable in lawful currency and exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the rate of % per month (or the maximum rate permitted by law), commencing days after the invoice due date. Client shall also bear reasonable collection costs, including attorneys' fees, for delinquent amounts.

Term and Termination

This Agreement shall commence on the Effective Date set forth above and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice of termination to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach is not cured within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Contractor for all Work performed and expenses reasonably incurred through the effective date of termination. Contractor shall promptly deliver any service reports and invoices for same.

Confidentiality

Each party (the "Receiving Party") agrees to hold in confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party") in connection with this Agreement, including, but not limited to, pricing, operational details, equipment specifications, trade secrets and business processes ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to any third party and shall use the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was already lawfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party free of restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Confidentiality obligations shall survive termination of this Agreement for a period of months.

Indemnification and Insurance

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and agents from and against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts or omissions in performing the Work. Client shall indemnify Contractor to the extent claims arise from Client's negligence or breach of this Agreement.

Contractor shall maintain commercial general liability insurance and workers' compensation coverage in amounts customary for the trade and shall provide certificates of insurance upon Client's reasonable request prior to commencement of Work.

Compliance with Laws

Contractor shall perform the Work in compliance with all applicable federal, state and local laws, regulations, codes and ordinances. Contractor shall obtain and maintain all permits and licenses required for the performance of the Work and shall be responsible for compliance with environmental and safety requirements applicable to hood cleaning and related activities.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Venue for any action arising under this Agreement shall be the state or federal courts located within that State.

Entire Agreement; Amendments

This Agreement, including any attachments and written change orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. No amendment, waiver or modification of this Agreement shall be effective unless in writing and executed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section above or to such other address as a party may designate in writing. Notices shall be deemed given upon personal delivery, reputable overnight courier, or three days after deposit in the United States mail, postage prepaid, certified or registered.

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