Miscellaneous SOA MH Document

MISCELLANEOUS SOA MH DOCUMENT

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to obtain certain miscellaneous services related to facility maintenance and associated advisory work from Provider; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the services described herein in a professional and workmanlike manner;

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will perform services for Client as of the Effective Date set forth below.

Effective Date

Effective Date:

Scope of Work

Provider shall perform the services and deliverables described below. Provider shall provide labor, materials, supervision, and any other items reasonably necessary to complete the work in accordance with professional standards and applicable laws.

Payment Terms

Client shall pay Provider the fees described below in consideration for the services. All payments are non-refundable except as expressly stated in this Agreement.

Invoices shall be submitted by Provider and are due within days of receipt. Payment shall be made in United States Dollars unless otherwise agreed in writing.

Past due amounts shall accrue interest at % per month (or the maximum permitted by law, if less) from the date due until paid in full. Client shall also be responsible for reasonable collection costs, including attorney fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within 15 days after written notice of such breach.

Upon termination, Provider shall deliver all completed work and any work in progress for which Client has paid. Client shall pay Provider for all services performed through the effective date of termination and for any non-cancellable obligations incurred by Provider in connection with performance.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic or tangible, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information from unauthorized disclosure with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose Confidential Information to any third party except to its employees, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was in the receiving party's possession without restriction at the time of disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, provided it gives the disclosing party prompt written notice and cooperates in any lawful efforts to limit disclosure.

Representations and Warranties; Indemnity

Each party represents that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner in accordance with applicable industry standards.

Provider shall indemnify and hold harmless Client from and against any third-party claims arising out of Provider's gross negligence or willful misconduct in performing the services. Client shall indemnify and hold harmless Provider from and against claims arising from Client's breach of this Agreement or Client-provided information.

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 principles.

Entire Agreement; Amendment

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices must be in writing and delivered to the address listed above for each party or to such other address as a party may designate in writing. Notices shall be effective upon personal delivery, confirmed electronic delivery, or three (3) business days after deposit with a nationally recognized overnight courier.

Miscellaneous

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, or employment relationship unless expressly stated in writing.

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