Safety Solutions Agreement

Safety Solutions Agreement

This Safety Solutions Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Service Provider"). Each of Client and Service Provider is a Party and collectively the Parties.

Recitals

WHEREAS, Client requires professional safety consulting, training, inspection and implementation services to reduce workplace hazards, ensure regulatory compliance, and improve safety performance; and

WHEREAS, Service Provider is engaged in the business of providing safety solutions including but not limited to hazard assessments, written safety programs, on-site training, and corrective action plans, and represents that it has the experience, personnel, licenses and insurance required to perform such services; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will perform the described services for Client.

Scope of Work

Deliverables shall include the items described in the Scope of Work and any additional deliverables agreed in writing by the Parties. Service Provider shall provide periodic written progress reports upon Client request and shall coordinate schedules in advance.

Payment Terms

Payments not made when due shall accrue interest at the rate stated above and Client shall be responsible for all collection costs, including reasonable attorneys' fees. Service Provider may suspend services for nonpayment after providing written notice and a ten (10) day opportunity to cure.

Term and Termination

Term Start Date:     Term End Date:

Either Party may terminate this Agreement for convenience by providing written notice equal to the notice period above. Either Party may terminate for cause if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

Each Party acknowledges that during performance of this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means nonpublic information disclosed in any form that a reasonable person would understand to be confidential, including safety assessments, audit findings, corrective action plans, business and technical data, and personnel information. Confidential Information does not include information that is (a) in the public domain through no fault of the receiving Party, (b) rightfully received from a third party without obligation of confidentiality, or (c) independently developed without use of the disclosing Party's Confidential Information.

The receiving Party shall: (i) hold Confidential Information in strict confidence; (ii) use such Confidential Information solely for the purpose of performing under this Agreement; and (iii) disclose Confidential Information only to employees, contractors or consultants who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations of confidentiality shall survive for a period of three (3) years after termination or expiration of this Agreement, except with respect to trade secrets where protection shall continue as permitted by law.

Insurance and Indemnification

Service Provider shall maintain general liability insurance, professional liability (errors & omissions) insurance where applicable, and workers' compensation insurance as required by law. Service Provider shall indemnify and hold harmless Client from claims arising out of Service Provider's negligent acts, errors or omissions in performance of services, except to the extent such claims arise from Client's gross negligence or willful misconduct.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or obligations under indemnity, each Party's aggregate liability arising from this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

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 law principles. Venue for any action arising out of this Agreement shall be the federal or state courts located in that State.

Notices

Miscellaneous

Independent Contractor. Service Provider is an independent contractor and is solely responsible for its employees, agents, taxes and benefits. This Agreement does not create a partnership, joint venture or employment relationship.

Force Majeure. Neither Party shall be liable for delays or failures to perform due to causes beyond its reasonable control, provided that the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

Entire Agreement

This Agreement, together with any exhibits or written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No modification of this Agreement will be effective unless in writing and signed by both Parties.

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