Repair Service Agreement

REPAIR SERVICE AGREEMENT

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

WHEREAS

WHEREAS, Service Provider is duly qualified and experienced in the performance of repair, maintenance and related services described herein; and

WHEREAS, Client desires to retain Service Provider to perform repair services on the property and/or equipment identified below and Service Provider agrees to perform such services under the terms and conditions of this Agreement.

WHEREAS, the parties intend to set forth their rights and obligations with respect to the scope, payment, term and confidentiality of the services provided.

SCOPE OF WORK

Service Provider shall perform repair services described below. Any materials, parts or labor not expressly described below shall require a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider for the repair services in accordance with the payment terms set forth in this section. All sums are payable in lawful money of the United States unless otherwise agreed in writing.

Fixed Price Time & Materials (Hourly)

Any overdue amount not disputed in good faith shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Taxes and duties, if any, are the responsibility of the Client unless a valid exemption certificate is provided prior to invoicing.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated pursuant to this section.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within the notice period specified above. Service Provider may suspend performance and invoice for work performed and materials purchased up to the date of suspension. Termination for convenience may be effected by either party upon prior written notice in accordance with the notice period above; in such event, Client shall pay for all services performed and materials committed prior to termination plus reasonable demobilization costs.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes technical data, trade secrets, pricing, customer information and business plans.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to its employees and contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly available without breach, is independently developed, or is rightfully received from a third party without restriction.

Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information and certify in writing that it has done so, except to the extent retention is required by applicable law, regulation or internal recordkeeping policies.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this limited warranty, Service Provider's sole obligation and Client's exclusive remedy shall be, at Service Provider's option, re-performance of the nonconforming services or refund of amounts paid for such services. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION OR LOSS OF DATA. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

INDEMNIFICATION AND INSURANCE

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligent acts, willful misconduct or breach of this Agreement. Service Provider shall maintain, at its expense, general liability insurance and workers' compensation insurance as required by law and customary for the scope of work.

NOTICES

GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any appendices and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment shall be effective unless in writing and signed by both parties.

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 its rights or obligations without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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