Process Cooling Agreement

PROCESS COOLING AGREEMENT

Effective Date:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

RECITALS

WHEREAS, Client operates industrial processes that require dedicated process cooling services to maintain specified temperature ranges and equipment performance; and

WHEREAS, Service Provider has the expertise, personnel, equipment and licenses necessary to provide process cooling services, including but not limited to chilling systems, heat-exchange equipment, monitoring and preventative maintenance; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. SCOPE OF WORK

2. PAYMENT TERMS

Any undisputed sum not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Late payments shall also entitle Provider to suspend services after fifteen (15) days' written notice.

3. TERM AND TERMINATION

Term Commencement:    Term Expiration:

Either party may terminate this Agreement for convenience upon prior written notice of days. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice.

4. CONFIDENTIALITY

Each party shall keep confidential all proprietary or confidential information disclosed by the other party in connection with this Agreement and shall not disclose such information to any third party except as necessary to perform its obligations or as required by law. Confidential information does not include information which (a) was known to the receiving party without restriction prior to disclosure, (b) is or becomes publicly available through no fault of the receiving party, or (c) is independently developed by the receiving party without use of the disclosing party's confidential information.

The obligations under this Section shall survive termination of this Agreement for a period of five (5) years, or longer to the extent required for trade secrets under applicable law.

5. INSURANCE, LIABILITY, AND INDEMNITY

Provider shall maintain commercial general liability insurance, workers' compensation and automobile liability insurance in amounts customary for the industry and sufficient to cover its obligations hereunder. Provider shall indemnify and hold harmless Client from and against third-party claims arising out of Provider's negligent acts or willful misconduct in the performance of services, except to the extent caused by Client's negligence.

Neither party shall be liable for consequential, special or punitive damages except for liability arising from gross negligence, willful misconduct or breach of confidentiality.

6. ACCESS, INSTALLATION AND MAINTENANCE

Client shall provide Provider reasonable access to Client's premises, utilities and equipment to perform installation, maintenance and repairs. Provider shall perform preventative maintenance in accordance with the schedule set forth in the Scope of Work and shall promptly notify Client of any conditions that may impair safe or compliant operation.

7. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, strikes, war, terrorism, governmental action, or shortage of materials or energy. The affected party shall provide prompt written notice and shall use commercially reasonable efforts to resume performance.

8. 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 conflict of law principles. Any dispute arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the state and federal courts located in that state unless the parties mutually agree to arbitration in writing.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including the Scope of Work and any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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