Miscellaneous Hood and Fridge Agreement

MISCELLANEOUS HOOD AND FRIDGE AGREEMENT

This Miscellaneous Hood and Fridge Agreement (Agreement) is entered into as of by and between Client Name: , Client Address: and Service Provider Name: , Service Provider Address: .

WHEREAS

WHEREAS, Client operates commercial kitchen premises located at Address of Premises: and requires maintenance, repair, cleaning, or replacement services for kitchen exhaust hood systems and refrigeration equipment (collectively, the Equipment);

WHEREAS, Service Provider is duly licensed and qualified to perform inspection, cleaning, repair, maintenance and installation services for commercial hoods and refrigerators and represents it will perform such services in a professional and workmanlike manner consistent with industry standards;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform work on the Equipment and Client will compensate Service Provider;

SCOPE OF WORK

Service Provider shall perform the work described below. Work shall include labor, necessary materials, equipment, and removal of debris unless otherwise agreed in writing.

Inspection & report    Hood and duct cleaning    Repairs    Installation    Replacement parts

PAYMENT TERMS

Client shall pay Service Provider for the services rendered in the amounts and on the schedule set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

All invoices are due in accordance with the Payment Schedule. If Client fails to pay any undisputed invoice when due, Service Provider may suspend services until payment is made and is entitled to recover reasonable collection costs, including attorneys' fees, and interest as set forth above.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for cause upon material breach by the other party that is not cured within thirty (30) days of written notice of such breach. Termination shall not relieve Client of obligation to pay for services performed and materials supplied prior to termination.

CONFIDENTIALITY

Each party agrees that it will not disclose or use any Confidential Information of the other party except as necessary to perform its obligations under this Agreement. "Confidential Information" means nonpublic business, technical, customer or pricing information disclosed in writing or marked as confidential, or that a reasonable person would understand to be confidential under the circumstances.

INSURANCE AND SAFETY

Service Provider shall maintain, at its own expense, commercial general liability insurance and workers' compensation insurance in amounts consistent with industry practice for the type of services provided. Upon request, Service Provider shall provide certificates evidencing such insurance. Service Provider shall comply with all applicable health and safety laws and regulations while performing work under this Agreement.

LIMITATION OF LIABILITY; INDEMNITY

To the fullest extent permitted by law, Service Provider's total liability to Client for any claim arising under or relating to this Agreement shall be limited to direct damages not to exceed the total contract amount paid by Client to Service Provider under this Agreement. Neither party shall be liable for consequential, incidental, special or punitive damages. Each party shall indemnify and hold the other harmless from claims arising out of the indemnifying party's negligence or willful misconduct.

WARRANTIES

Service Provider warrants that labor provided will be performed in a competent and workmanlike manner for a period of days from completion. Service Provider's sole obligation under this warranty shall be to re-perform defective work or, at Service Provider's option, refund the portion of the fee attributable to the defective work. EXCEPT FOR THE LIMITED WARRANTY SPECIFIED IN THIS PARAGRAPH, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by notice. Notices shall be effective upon personal delivery, or three (3) days after deposit in the United States mail, postage prepaid, or upon confirmation of delivery by an established courier service.

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