Removal Agreement Template

REMOVAL AGREEMENT

This Removal Agreement ("Agreement") is entered into as of by and between Party A: , whose principal place of business or residence is , and Party B: , whose principal place of business or residence is . Each of Party A and Party B may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A is the owner, lessee or lawful possessor of certain tangible property and fixtures described herein (the "Removed Property"); and

WHEREAS, Party B has agreed to remove, transport and, if applicable, dispose of the Removed Property from the location identified in this Agreement in accordance with the terms set forth below; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the removal, including scheduling, access, compensation, insurance, and indemnity.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Removed Property" means the tangible goods, equipment, materials and fixtures described in Section 2 and any attachments incorporated by reference, and includes all appurtenances and components necessary for removal.

1.2 "Removal Services" means the activities performed by Party B to remove, load, transport, store and, if applicable, dispose of the Removed Property in accordance with this Agreement.

2. DESCRIPTION OF REMOVED PROPERTY AND LOCATION

3. SCOPE OF REMOVAL SERVICES

3.1 Party B shall perform Removal Services in a good and workmanlike manner and within the schedule agreed by the Parties. Party B shall provide all labor, equipment, vehicles and materials necessary to complete the Removal Services unless otherwise agreed in writing.

3.2 Party A shall grant Party B and its agents reasonable access to the removal location on the scheduled removal date(s) and shall remove any obstructions necessary to permit safe removal. Party A shall obtain all consents, landlord approvals and permits required for removal unless otherwise agreed.

4. CONDITION, TITLE AND RISK

4.1 Party A represents and warrants that, as of the Effective Date, it has legal title to, or the right to authorize removal of, the Removed Property free and clear of liens, security interests and encumbrances. Party A shall disclose in writing any known third-party interests that affect removal.

4.2 Title to Removed Property shall transfer as set forth in the applicable invoice or delivery receipt. Unless otherwise agreed in writing, risk of loss or damage to the Removed Property passes to Party B upon physical removal from the premises and loading onto Party B's vehicle.

5. COMPENSATION AND EXPENSES

5.1 As consideration for Removal Services, Party A shall pay Party B the amounts set forth below and in any attached invoice. Payment terms are net thirty (30) days from the date of Party B's invoice unless otherwise stated.

5.2 If Party A fails to pay any undisputed amount when due, Party B may suspend performance until payment is received. Any dispute regarding an invoice must be submitted in writing specifying the basis for the dispute and will not excuse payment of undisputed amounts.

6. INSURANCE AND PERMITS

6.1 Party B shall, at its own cost, maintain commercial general liability insurance, automobile liability insurance and workers' compensation insurance in amounts customarily carried by similarly situated contractors and sufficient to cover liabilities that may arise from the Removal Services. Upon request, Party B shall provide certificates of insurance to Party A.

6.2 Party A shall obtain, at its cost, any permits, licenses or consents required for removal and shall be responsible for compliance with all local laws, codes and regulations applicable to the removal site, unless otherwise agreed in writing.

7. INDEMNIFICATION

7.1 Party B shall indemnify, defend and hold harmless Party A and its officers, directors, employees and agents from and against all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Party B's negligent acts or willful misconduct in the performance of Removal Services.

7.2 Party A shall indemnify, defend and hold harmless Party B and its officers, directors, employees and agents from and against all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Party A's breach of representations, failure to obtain required permits, undisclosed liens or encumbrances, or other acts or omissions that expose Party B to third-party claims.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES.

9. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder and that performance will not violate any agreement to which it is a party or any applicable law.

10. TERMINATION

Either Party may terminate this Agreement upon ten (10) days' written notice to the other Party if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within the notice period. Termination shall not relieve either Party of obligations accrued prior to termination, including payment for Removal Services performed.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by notice) by certified mail, return receipt requested, nationally recognized overnight courier, or personal delivery.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 This Agreement may be amended or modified only by a writing executed by authorized representatives of both Parties. No course of conduct or failure to enforce any provision shall constitute a waiver of that provision.

12.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective to bind the signing Party.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 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.

13.2 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, written or oral, regarding such subject matter.

13.3 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14. MISCELLANEOUS

14.1 The Parties acknowledge that they have had the opportunity to seek independent legal counsel with respect to this Agreement and that each Party has read, understood and voluntarily accepted the terms hereof.

14.2 Any provision that by its nature is intended to survive termination or expiration of this Agreement shall so survive.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

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