Miscellaneous Stove Document

MISCELLANEOUS STOVE DOCUMENT

This General Business Agreement (the Agreement) is made and entered into as of (Effective Date), by and between Client Name: , located at , and Service Provider: , located at .

WHEREAS

WHEREAS, Client owns or controls the premises located at (Premises), and desires installation, repair, maintenance, removal, inspection or other services related to a stove described as: Make/Model: ; Serial Number: .

WHEREAS, Service Provider represents that it is duly qualified and experienced to perform stove-related work and will perform such work in accordance with applicable codes, manufacturer instructions, and industry standards.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client will pay Service Provider a total fee of $ (Total Fee) for the services described herein.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of or at the maximum lawful rate, whichever is lower. Client agrees to pay reasonable collection costs and attorney fees incurred by Service Provider to collect overdue amounts.

TERM AND TERMINATION

Term: This Agreement commences on and, unless earlier terminated in accordance with this Agreement, terminates on .

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all work performed and materials procured through the effective date of termination, including any reasonable wind-down costs. Service Provider shall, within a commercially reasonable time, deliver to Client all work product completed to date and any equipment or materials that belong to Client.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other 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, including customer data, pricing, designs, technical specifications and proprietary methods.

Obligations: Each receiving party shall (a) protect Confidential Information of the disclosing party using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions and Duration: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party prior to disclosure, or is independently developed. The obligations of confidentiality shall survive termination of this Agreement for a period of years, and with respect to trade secrets for as long as applicable law protects such information.

WARRANTIES, COMPLIANCE AND LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a workmanlike manner and in compliance with applicable laws, codes and manufacturer instructions for a period of months from completion. This warranty does not cover damage due to misuse, acts of God, alterations by others, or failure to follow operating instructions.

Limitation of Liability: Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability under or in connection with this Agreement shall not exceed the Total Fee paid by Client to Service Provider under this Agreement. In no event shall either party be liable for incidental, special, exemplary or consequential damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment or waiver is binding unless executed in writing by both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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