Monitoring Inspections Agreement

Monitoring Inspections Agreement

This Monitoring Inspections Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Monitoring Contractor Name: .

WHEREAS

WHEREAS, Client requires monitoring inspections and related services for property, facilities, or operations described as Project Location: ; and

WHEREAS, Contractor has the personnel, experience, equipment and licensing necessary to perform monitoring inspections and to prepare reports in accordance with applicable law, industry standards and Client's reasonable requirements.

Scope of Work

Contractor shall perform monitoring inspections, visual observations, testing as applicable, and deliver written inspection reports in accordance with the schedule and standards set forth below. The services shall include access coordination, on-site inspections, photographic documentation, measurement and any sampling expressly agreed by the parties.

Payment Terms

Client shall pay Contractor the fees for services as follows. All fees are exclusive of taxes, unless otherwise stated.

Contractor shall submit invoices in writing. Unless otherwise agreed in writing, payments are due within days of invoice date. Client may withhold undisputed amounts if a good-faith dispute is timely asserted.

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 for convenience upon prior written notice of days. Either party may terminate immediately for material breach if the breaching party fails to cure within 15 days after written notice, or immediately for insolvency or if required by law.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other relating to business, operations, technical matters or the Project. The receiving party shall: (a) maintain Confidential Information in confidence using at least the same care it uses for its own confidential information but no less than reasonable care; (b) use Confidential Information only to perform under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, consultants or subcontractors with a need to know and bound by confidentiality obligations. Confidential Information does not include information which is or becomes publicly known through no breach, is rightfully received from a third party without restriction, or is independently developed.

The obligations in this clause survive termination for a period of three (3) years, except that trade secrets remain protected for as long as they qualify as trade secrets.

Insurance and Indemnification

Contractor shall maintain insurance customary for the scope of services, including commercial general liability and workers' compensation as required by law. Upon request, Contractor shall provide certificates evidencing such coverage.

Contractor shall indemnify, defend and hold harmless Client from and against third-party claims arising out of Contractor's negligence or willful misconduct in performing the services, subject to any limitation of liability set forth below.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or Contractor's indemnity obligations, each party's aggregate liability to the other for claims related to this Agreement shall not exceed the total fees paid to Contractor under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Compliance; Access

Contractor shall perform the services in compliance with applicable laws, regulations and industry standards. Client shall provide Contractor and its personnel reasonable access to the Project site, relevant records, and cooperation as required to perform the services.

Governing Law; Dispute Resolution

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. The parties agree to first seek resolution through good-faith negotiation; if unresolved within 30 days, disputes shall be resolved by litigation in state or federal court located in the governing state, unless the parties agree in writing to alternative dispute resolution.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by hand delivery, certified mail (return receipt requested) or nationally recognized overnight courier.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. No amendment or modification shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision effectuating the original intent.

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