Refrigeration Service Agreement

Refrigeration Service Agreement

Parties and Recitals

This Refrigeration Service Agreement ("Agreement") is entered into by and between:

Client Name:     Service Provider Name:

Effective Date:

WHEREAS, the Service Provider is engaged in the business of maintaining, repairing, and inspecting commercial refrigeration systems and has the requisite experience, personnel, and equipment to perform such services; and

WHEREAS, the Client desires to retain the Service Provider to perform maintenance and repair services on the Client's refrigeration equipment located at the Service Location described below; and

WHEREAS, the Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

Service Location & Contacts

Scope of Work

The Service Provider shall provide the following services in a professional manner consistent with industry standards. The Scope of Work includes, but is not limited to, preventive maintenance, diagnostics, emergency repairs, parts replacement, and testing of refrigeration equipment.

Service Schedule & Response

Routine maintenance visits shall occur: . Emergency response target: from notification during normal business days.

Payment Terms

Contract Price / Estimated Annual Value: $

Invoices are payable within days of invoice date. Late payments shall incur a late fee of or the maximum allowed by law, whichever is less.

Charges for parts, materials, and third-party services not included in the contract price will be invoiced separately at cost plus a markup of .

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate immediately for material breach if such breach is not cured within days after written notice.

Confidentiality

Each party shall maintain as confidential all proprietary information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and the scope of disclosure is limited.

Liability; Indemnification; Insurance

The Service Provider shall perform services in a professional manner. The Service Provider's liability for any claim arising out of or related to this Agreement shall be limited to direct damages not to exceed the total amount paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, punitive, or special damages.

The Service Provider shall indemnify, defend, and hold harmless the Client from and against claims, damages, liabilities, and expenses arising from the Service Provider's negligence or willful misconduct in performing services under this Agreement.

The Service Provider shall maintain commercial general liability insurance and workers' compensation coverage and, upon request, provide certificates evidencing such insurance.

Force Majeure; Performance Standards

Neither party will be liable for delay or failure to perform to the extent caused by events beyond the party's reasonable control, including acts of God, strikes, governmental actions, or severe weather, provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized courier service.

Governing Law; Entire Agreement

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.

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any modification to this Agreement must be in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that the Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

The parties acknowledge that they have read and understand this Agreement, have had the opportunity to consult with counsel, and agree to be bound by its terms.

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