Safety Life-Safety Plan

SAFETY LIFE-SAFETY PLAN AGREEMENT

This Safety Life-Safety Plan Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: ("Client"), and Provider Name: ("Provider"). Each of Client and Provider is a "Party" and together the "Parties."

WHEREAS

WHEREAS, Client operates the premises located at and requires the development, implementation, and periodic review of a life-safety plan that complies with accepted industry standards and applicable codes; and

WHEREAS, Provider is qualified by training, experience, and certification to prepare life-safety plans, conduct fire and egress assessments, and provide related consulting services; and

WHEREAS, the Parties desire to set forth the terms under which Provider shall prepare and deliver the Safety Life-Safety Plan and related services to Client.

1. SCOPE OF WORK

Provider shall perform the services described below and in any attachments incorporated by reference. Provider will provide professional services in accordance with generally accepted practices in the life-safety consulting industry.

2. PAYMENT TERMS

Client shall pay Provider for services rendered pursuant to this Agreement in accordance with the payment terms set forth below. All amounts are payable in United States dollars and are exclusive of taxes, unless otherwise required by law.

Invoices unpaid after the due date shall accrue interest at a rate of (or the maximum rate permitted by law, if less), plus recovery costs including reasonable attorney fees. Provider may suspend performance if invoices are delinquent for more than days following written notice.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until Completion Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing the other Party with at least days' prior written notice. Upon termination for convenience, Provider shall be entitled to payment for work performed and reasonable close-out costs.

Either Party may terminate immediately for material breach if the breaching Party fails to cure within 15 days after receiving written notice specifying the breach. Termination for cause does not waive any other remedies available at law or equity.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other 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 includes, without limitation, facility schematics, emergency procedures, hazard analyses, and training materials.

Each Party shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable degree of care; (b) not use Confidential Information for any purpose other than performance under this Agreement; and (c) not disclose Confidential Information to any third party except as required for performance, with the receiving Party remaining liable for breaches by such third parties.

Exceptions: Confidential Information does not include information that is (i) known to the receiving Party at the time of disclosure; (ii) becomes public without breach; (iii) lawfully obtained from a third party not under an obligation of confidentiality; or (iv) independently developed without use of the disclosing Party's Confidential Information. Disclosure required by law is permitted after prompt notice to the disclosing Party where legally allowed.

5. INDEMNIFICATION AND LIMITATION OF LIABILITY

Provider shall indemnify and hold harmless Client from losses arising from Provider's gross negligence or willful misconduct in performing the services. Client shall indemnify and hold harmless Provider from claims arising from Client's failure to remedy hazardous conditions identified by Provider or from Client's omissions. Except for claims arising from gross negligence or willful misconduct, neither Party shall be liable for consequential, incidental, special, or punitive damages.

6. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, courier, or personal delivery, and shall be deemed given upon receipt.

7. GOVERNING LAW

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. The Parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of this Agreement.

8. ENTIRE AGREEMENT

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

9. MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by either Party to enforce any right shall constitute a waiver of that right. The Parties agree that Provider may engage subcontractors provided Provider remains responsible for performance.

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