Miscellaneous Hand Tool Template

MISCELLANEOUS HAND TOOL AGREEMENT

Parties

Provider Name:     Provider Address:

Client Name:     Client Address:

Recitals

WHEREAS, Provider is engaged in the business of supplying, maintaining and repairing hand tools and related small equipment and has agreed to make certain hand tools available to Client for use in Client's operations under the terms set forth herein; and

WHEREAS, Client desires to obtain possession and use of the identified hand tools from Provider for the purpose of performance of Client's work and agrees to the terms of payment, care, inspection and return set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Scope of Work and Tool Inventory

Provider shall furnish the hand tools listed below to Client for use in the performance of Client's work. Client shall use the tools only for lawful purposes and in accordance with the manufacturer's instructions and Provider's directions.

Hand Tool Inventory (enter each item provided)

Payment Terms

Client shall pay Provider for the supply, maintenance and use of the hand tools as follows.

All payments are due in lawful currency and are exclusive of taxes unless otherwise stated. Client is responsible for any taxes arising from this Agreement except Provider's income taxes.

Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Provider may terminate immediately for Client's material breach, including but not limited to nonpayment, misuse, or failure to return tools upon demand.

Inspection, Maintenance and Return

Client shall inspect all tools upon receipt and shall notify Provider of any shortages or defects within two business days. Client shall maintain tools in good working condition and promptly notify Provider of any damage or loss. Provider shall be responsible for scheduled maintenance as set forth in the Payment Schedule; Client shall be responsible for damage caused by misuse or negligence and shall reimburse Provider for repair or replacement at Provider's reasonable cost if Client is at fault.

On termination or expiration of this Agreement, Client shall return all tools to Provider in the same condition as received, ordinary wear and tear excepted. Provider may invoice Client for any missing or irreparably damaged items at the then-current replacement cost.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any nonpublic information disclosed by the other party (the "Disclosing Party") in connection with this Agreement, including pricing, tool lists, maintenance records and technical data, except information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of Confidential Information. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Liability and Indemnity

Provider's liability for direct damages for any claim arising under this Agreement shall be limited to amounts paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, special or punitive damages. Client shall indemnify and hold Provider harmless from claims arising out of Client's misuse of tools, failure to follow instructions, or breach of this Agreement.

Governing Law

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

Entire Agreement and Amendments

This Agreement, including the tool inventory and any attachments signed by the parties, constitutes the entire agreement between Provider and Client with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest to substantially all of its business.

Sign Now