Fill and Sign the Preventative Maintenance Agreement Mississippi Form

PREVENTATIVE MAINTENANCE AGREEMENT This Agreement ("Agreement") is made as of the       day of       ,       , by and between       ("       "),       , Mississippi, and       ("       "),       , Mississippi. NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,       and       do hereby agree as follows: Section 1. EQUIPMENT TO BE SERVICED.       shall service and maintain, as set forth in Section 2 below, the       (       )       more particularly described by model and serial numbers in Exhibit "A" attached hereto and incorporated herein by reference, and located on the following farms and properties of       : (A)       , which consists of       (       ); (B)       , which consists of       (       ); (C)       , which consists of       (       ); (D)       , which consists of       (       ); (E)       , which consists of       (       ); (F)       , which consists of       (       ); (G)       complex, which consists of       (       ) units; (H)       , which consists of       (       ) unit.       and       further agree that additional       may be added to the Agreement upon the same terms and conditions contained herein by written addendum executed by both parties. Section 2. SERVICES TO BE PROVIDED. In consideration of the amounts set forth below,       agrees to provide the following preventative maintenance and service for the       subject to this Agreement a minimum of every sixty (60) days: (A)       ; (B)       ; (C)       ; (D)       ; (E)       ; (F)       ; (G)       ; (H)       ; (I)       ; (J)       ; (K)       ; (L)       ; (M)       . Section 3. PRICE FOR SERVICES. In consideration for       providing the services set forth in Section 2,       agrees to pay       $       , plus sales tax, per       covered by this agreement for each time that said       are serviced during the existence of this Agreement.       agrees that all preventative maintenance and services designated in Section 2 above shall first be performed during the month of       ,       and shall be conducted between the       day and the       day of every other month thereafter.       shall invoice       for all services performed under this Agreement within thirty (30) days after the performance of said services and       shall pay such invoices in accordance with its normal procedures. Section 4. COST OF ADDITIONAL LABOR.       further agrees to provide to       such emergency or additional labor as is requested by       for repairs and maintenance over and above its regularly described preventative maintenance services Such emergency and additional labor shall be provided by       at the rate of $       per hour for regular time and the rate of $       per hour for non-regular time. For the purposes of this agreement, non- regular time shall be considered all time after       o'clock A.M./P.M. .       through       and all day on       or any Holiday that       is normally closed. Section 5. PRICE FOR REPLACEMENT PARTS.       agrees to provide to       all necessary and approved replacement parts at       s' cost plus       percent (       %) and applicable sales tax. Section 6. PRICE FOR       .       further agrees to provide       with necessary       at the price of $       per pound for       and $       per pound for       .       prices are subject to change upon       providing       with thirty (30) days written notice of such change. Provided, however,       agrees that it will reclaim and recycle all       and that any non-contaminated and useable       so reclaimed and recycled will be used, to the extent feasible, prior to use by       of new       . Section 7. WARRANTY.       further warrants and agrees that work, services, labor and/or materials provided hereunder shall be done in a workmanlike manner and in accordance with all governmental laws, regulations, requirements, and standards of the United Sates of America and the State of Mississippi, including but not limited to the rules and regulations of the Federal Environmental Protection Agency and the Mississippi Department of Environmental Quality.       also agrees to keep all of       's property and improvements free and clear of all liens and encumbrances which might arise out of       s' work. Section 8. RELATIONSHIP OF PARTIES. It is understood and agreed by the parties that the relationship of       to       is strictly that independent contractor and that       is neither an employee of       nor does       have any ownership in       's enterprise. The parties further agree that this Agreement shall not be construed as a joint venture or partnership and that       is not and shall not be deemed to be an agent or representative of       . As an independent contractor,       shall utilize its own employees, equipment and tools. The working conditions, wages, salaries and all other forms of compensation of       s' employees shall be the sole responsibility of       . Section 9. INSURANCE.       does further agree and covenant that it will procure the type(s) and amount(s) of insurance coverage specified on Exhibit "A" attached hereto and incorporated herein by reference in connection with the work, services, labor and/or materials to be rendered to or for the benefit of       with       to be named as an additional insured and/or alternative employer on said insurance policy(ies). Said insurance policy shall be in an amount sufficient and satisfactory to       and shall contain a provision whereby the insurance company waives any rights of subrogation or rights to pursue a claims against       and shall contain a provision covering contractual indemnification liability.       will further furnish a certificate of insurance, evidencing the type(s) and amount(s) of insurance coverage specified on Exhibit "A", in a form satisfactory to       and which designates and names       as a named insured on the policy and sets forth the waiver outlined above. In addition,       agrees to furnish       with such additional or updated certificates of insurance as       may request from time to time. Section 10. INDEMNITY. Notwithstanding any provision to the contrary,       does hereby for itself, and its heirs, executors, administrators, officers, directors, shareholders, partners, owners, employees, agents, representatives, subcontractors, successors, and assigns, agree and covenant to indemnify and save and hold harmless and defend       and its affiliates, officers, directors, shareholders, agents, employees, successors and assigns from any and all claims, demands, actions, causes of action, suits at law or in equity, damages, liabilities, fines, costs, expenses, and losses of any kind or nature whatsoever, including, but not limited to, loss of profits, whether now known or unknown, contingent, unliquidated, direct or indirect, which may now exist or which may hereafter arise out of, or are connected with or are related to supplying and/or providing goods, supplies, materials, parts, freon and/or other items, goods, or services of any kind or description, to performing or providing work or services, to transport goods, or to performing or providing other work or services of any kind or description and/or to transacting business of any kind, nature, or description with, to or for       and/or entering onto and/or utilizing all or any portion of any property and/or facility owned or leased by       for the purposes of supplying, performing and/or providing the same regardless whether the same is provided, supplied, or performed directly or indirectly by       , its subcontractors, employees, representatives, agents or assigns. The parties agree to seek recovery under this Section 9 only if the losses suffered are not covered by the policies of insurance carried by       and payment is not made under said policies. Section 11. TERM. The term of this Agreement shall be from             ,       through             ,       . Section 12. DEFAULT. If       defaults in compliance with any term or covenant contained herein,       shall give the       five (5) days written notice to cure the default. If       , prior to the expiration date of the notice, has neither cured the default nor given       adequate security for the remedy thereof, then       may, at its option and without waiving or releasing any obligation or default on the part of       , immediately terminate this Agreement without notice or take any other such action available in law or equity as       deems appropriate to remedy       's breach or default, including the right to contract for or hire with another person or entity to complete the specified work or remedy the breach and offset the amount charged by such person or entity against any present or future amounts owed       hereunder. Section 13. TERMINATION. This Agreement shall remain in full force and effect until the earlier of the expiration of the term set forth in Section 11 or until thirty (30) days after written notice of termination is given to the other party; provided however, that any such termination shall not, in any event, be effective until any and all such Business Transactions undertaken or in progress at the time such notice is given are fully and finally completed and provided further, termination shall only be effective from and after the effective date of said termination and shall not affect claims, damages, demands, liabilities, losses, and other causes of action which accrued prior to the effective date of said termination. Section 14. HEADINGS . Headings in this Agreement are for reference and convenience only and shall not be used to interpret or construe its provisions. Section 15. BENEFIT . The provisions of this Agreement shall be binding on and ensure to the benefit of both parties and their respective legal representatives, successors and assigns. Section 16. ENTIRE AGREEMENT . This Agreement supersedes all agreements previously made between the parties relating to its subject matter. This Agreement contains all of the agreements and conditions made between the parties hereto, and there are no other understandings or agreements between them, except as otherwise provided herein. This Agreement may not be modified orally or in any manner other than by agreement in writing signed by all parties hereto or their respected successors and interests. Section 17. PARTIAL INVALIDITY . If any section, paragraph, sentence or other portion of this Agreement or the application thereof to any party or circumstance shall, to any extent, be or become invalid or illegal, such provision is and shall be null and void, but, to the extent that said null and void provisions do not materially change the overall Agreement and intent of this entire Agreement, the remainder of this Agreement shall not be affected thereby and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent provided by law. Section 18. ATTORNEY'S FEES . It is further understood and agreed by and between       and       that if, on account of breach or default by either party of any of their respective obligations hereunder, it shall become necessary for the either party to employ and/or consult with an attorney to give advice, or to enforce or demand any of such parties rights or remedies hereunder, then, and in any such event, non-performing party shall pay reasonable attorney fees, court costs and other expenses occasioned by such default(s). Section 19. NON-WAIVER. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise thereof, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. Section 20. NOTICES . All notices and communications required to be sent pursuant to the terms of this Agreement shall be given by personal delivery or shall be sent by certified mail, return receipt requested, United States postage, prepaid, as follows:       :             :       Section 21. INTERPRETATION . Whenever used herein, and to the extent appropriate, the singular shall include the plural, the plural shall include the singular, and the masculine shall include the feminine and neuter. Section 22. ASSIGNMENT .       shall not assign or otherwise transfer this Agreement or any rights hereunder without the express written consent of       . Section 23. GOVERNING LAW . This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi. WITNESS THE SIGNATURES of the parties hereto on this       day of       ,       . By:_____________________________ By:_____________________________