Professional Mobile Services Agreement

PROFESSIONAL MOBILE SERVICES AGREEMENT

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

RECITALS

WHEREAS, Client requires mobile on-site professional services consisting of inspections, maintenance, repairs, installation, or other field services reasonably described herein; and

WHEREAS, Provider represents that it has the requisite skill, licensing, personnel, equipment and experience to perform the mobile services and is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision, payment and performance of such mobile services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the mobile services to be provided by Provider as described in Section 2 and in any Work Order or Statement of Work executed under this Agreement. "Work Product" means deliverables, documents, reports, photographs, data and other tangible results produced by Provider in connection with the Services.

2. SCOPE OF SERVICES

Provider shall perform the Services at the locations identified in each Work Order or, where no location is specified, at Service Location: . Provider will perform Services in a professional and workmanlike manner consistent with industry standards.

3. TERM; TERMINATION

3.1 Term. The initial term of this Agreement begins on Start Date: and continues until End Date: , unless earlier terminated pursuant to this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the date of termination.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. FEES; INVOICING; EXPENSES

Provider shall submit invoices to Client in accordance with the agreed billing schedule. Invoices shall be due and payable within days of receipt unless otherwise stated in a Work Order. Late payments shall bear interest at the lesser of 1.5% per month or the maximum permitted by law.

5. INDEPENDENT CONTRACTOR

Provider is an independent contractor and nothing contained in this Agreement shall be construed to create a partnership, joint venture, employer-employee relationship or agency. Provider is solely responsible for all taxes, withholdings and other statutory obligations relating to its personnel.

6. CONFIDENTIALITY

Each party shall hold in confidence all non-public, proprietary or confidential information of the other party disclosed in connection with the Services ("Confidential Information"). Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, (b) was lawfully in the receiving party's possession prior to disclosure, or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

7. INTELLECTUAL PROPERTY

All Work Product created by Provider specifically for Client under this Agreement shall be deemed "work made for hire" to the extent permitted by law, and to the extent not so deemed, Provider hereby assigns all right, title and interest in such Work Product to Client upon full payment. Provider retains ownership of Provider's preexisting intellectual property and tools, which are licensed to Client on a nonexclusive, nontransferable, royalty-free basis to the extent incorporated into Work Product.

8. WARRANTIES; DISCLAIMER

Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. Client's sole and exclusive remedy for a breach of the foregoing warranty shall be, at Provider's option, re-performance of the nonconforming Services or a refund of fees paid for the nonconforming Services. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. INSURANCE

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification by Provider. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, gross negligence or willful misconduct.

10.2 Indemnification by Client. Client shall indemnify, defend and hold harmless Provider from and against claims arising from Client's breach of this Agreement, Client-supplied information, or Client's negligence or willful misconduct.

10.3 Limitation of Liability. Except for liabilities arising from fraud, willful misconduct or a party's indemnification obligations, neither party's aggregate liability for damages arising out of or related to this Agreement shall exceed the total fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

11. EQUIPMENT; ACCESS; SAFETY

Client shall provide Provider with reasonable access to the premises, existing equipment, and utilities as necessary for Provider to perform the Services. Provider shall perform Services in compliance with Client's site rules provided in writing and shall comply with all applicable safety regulations.

12. DATA PROTECTION

To the extent Provider receives personal data in connection with performing the Services, Provider shall process such personal data only for the purposes of performing the Services and shall implement and maintain appropriate technical and organizational measures to protect against unauthorized processing, accidental loss or destruction. Provider shall promptly notify Client upon becoming aware of any security incident involving such personal data.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, national overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

14. AMENDMENT; WAIVER; SEVERABILITY

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of such right. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the parties' intent.

15. ASSIGNMENT; COUNTERPARTS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform to the extent such delay or failure is caused by acts beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, labor disputes, governmental actions, epidemics or other similar events. The affected party shall notify the other party promptly of the occurrence and use commercially reasonable efforts to resume performance.

17. 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. The parties shall first attempt to resolve disputes through good faith negotiation. If negotiation fails, disputes shall be resolved by binding arbitration administered in the county or venue mutually agreed upon by the parties. Judgment upon any arbitration award may be entered in any court of competent jurisdiction.

18. ENTIRE AGREEMENT

This Agreement, together with all Work Orders and Exhibits referenced herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements or representations, whether written or oral.

19. MISCELLANEOUS

The parties represent and warrant that they have the authority to enter into this Agreement. Headings are for convenience only and do not affect interpretation. Any provision that by its nature should survive termination shall survive expiration or termination of this Agreement.

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