Rejuvenation Document Template

REJUVENATION DOCUMENT TEMPLATE

This Rejuvenation Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client is engaged in operations and desires certain rejuvenation, restoration, maintenance, or revitalization services to extend the functional life or improve the performance of assets or processes (the Rejuvenation Services); and

WHEREAS, Service Provider represents that it possesses the experience, personnel, equipment and capability to perform the Rejuvenation Services in accordance with reasonable commercial standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the Rejuvenation Services and Client will compensate Service Provider.

SCOPE OF WORK

Service Provider shall perform the Rejuvenation Services described below. Services shall include all labor, materials, supervision, project management, testing and commissioning as reasonably necessary to achieve the deliverables described in this section.

PAYMENT TERMS

In consideration for the performance of the Rejuvenation Services, Client shall pay Service Provider as follows.

Late payments shall accrue a late fee equal to percent per month on overdue amounts, or the maximum permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. 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 in the receiving party's lawful possession prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it employs to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely for the performance of this Agreement; and (iii) not disclose Confidential Information to any third party except as necessary for performance of this Agreement and subject to confidentiality obligations at least as protective as those herein. These confidentiality obligations shall survive termination of this Agreement for a period of years.

INSURANCE, INDEMNITY AND LIMITATION OF LIABILITY

Service Provider shall maintain commercial general liability and, where applicable, workers' compensation insurance in amounts consistent with industry standards. Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider's negligent acts or omissions in performing the Rejuvenation Services, except to the extent caused by Client's gross negligence or willful misconduct. Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws rules.

ENTIRE AGREEMENT

This Agreement, including any schedules, exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any modification to this Agreement must be in writing and executed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

REPRESENTATIONS AND AUTHORITY

Each signatory below represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of the party for which such person signs and that this Agreement constitutes a valid and binding obligation of such party enforceable in accordance with its terms.

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