Maintenance Agreement

General Form of Inspection and Maintenance Agreement

Maintenance Agreement made on the , between

, a corporation organized and existing under the laws of the state of , with its principal office located at

, referred to herein as Owner, and

, a corporation organized and existing under the laws of the state of , with its principal office located at

, referred to herein as Company.

1. Services Furnished

Company will furnish inspection and maintenance service on the following equipment: , hereinafter called the Equipment, located at

, commencing on and continuing until this Agreement is terminated in writing by either party to this Agreement.

2. Services Covered

The service to be provided under and pursuant to this Agreement will consist of a periodic examination of the Equipment, at least times per year.

Such service will include the making of necessary minor adjustments, cleaning and oiling machines, motors, and controllers, and the greasing or oiling of bearings and guards. Call-back service will consist of

Lubricants and cleaning materials that will be used will consist of

3. Hours of Work

The compensation provided for in this Agreement contemplates all work to be done during regular working hours of regular working days. If overtime becomes necessary, Company's usual overtime rates will be paid in addition to the price named on presentation of invoice.

4. Compensation

A. The service to be provided under and pursuant to this Agreement will be furnished for the net sum of $ per (e.g., week or month) , payable (e.g., weekly or monthly) .

B. Should any repairs or services be required other than those covered by this Agreement, a separate charge will be made upon proper authorization.

5. Liability

Company will not under any circumstances be liable under or by reason of this Agreement directly or indirectly for any accident, injury, breakage, or damage to the Equipment, or any machinery, appliances, or property connected with the Equipment. Company will not, under any circumstances, be liable under or by reason of this Agreement directly or indirectly for any accident or injury to any person or persons whomsoever, except its employees, while around the Equipment, however caused. Company will not be responsible or liable for any loss, damage, detention, or delay in furnishing materials or failure to perform the inspection and maintenance service as provided in this Agreement when caused by fire, flood, strike, acts of civil or military authorities, or by insurrection or riot, or by any other cause that is unavoidable or beyond its control or in any event for consequential damages.

6. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

7. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

8. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

9. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

10. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

11. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

12. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

13. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

14. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

15. Counterparts

For the convenience of the parties, this Agreement has been executed in several counterparts, which are in all respects similar and each of which shall be deemed to be complete in itself so that any one may be introduced in evidence or used for any other purpose without the production of the other counterparts. Immediately following endorsement of the consenting parties, counterparts will be furnished to the consenting parties so that each may be advised of the rights, privileges, and benefits that this Agreement confers.

16. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.