Service Action Order

SERVICE ACTION ORDER

Order Number:    Date of Order:

Parties

WHEREAS

WHEREAS, Client requires the performance of the services and tasks described in this Service Action Order to accomplish operational objectives and preserve or restore functionality at the Service Location; and

WHEREAS, Service Provider represents that it has the personnel, equipment, licenses and expertise necessary to perform the services in a professional manner and desires to provide such services subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Order and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Service Location & Scope

The Scope of Work describes the tasks, deliverables, quality standards and acceptance criteria. Any deviation from the Scope of Work shall require a written Change Order signed by authorized representatives of both parties and shall specify adjustments to price, schedule and other affected terms.

Itemized Tasks (estimate)

Task 1 Description:    Est. Hours:    Rate:

Task 2 Description:    Est. Hours:    Rate:

Additional tasks shall be set out in subsequent lines or in an attached exhibit incorporated into this Order by reference.

Payment Terms

Total Contract Amount:

Deposit Amount (if any):    Invoice Terms:

Late Payment: If amounts due are not received by the due date, Client shall pay a late fee of per month after a grace period of days. Late fees shall accrue monthly and are separate from any rights Service Provider has to suspend work for nonpayment.

Term and Termination

Commencement Date:    Estimated Completion Date:

Either party may terminate this Order for convenience upon written notice to the other party delivered no fewer than days prior to the effective termination date. Either party may terminate for cause if the other party materially breaches this Order and fails to cure such breach within fourteen (14) days following written notice. Termination shall be without prejudice to any accrued rights or obligations.

Confidentiality

Each party acknowledges that in the performance of this Order it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is marked confidential or that a reasonable person would understand to be confidential. Each party shall (i) hold confidential such information using the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, (ii) use Confidential Information solely to perform its obligations under this Order, and (iii) not disclose Confidential Information to any third party except as required by law or to its employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination or expiration of this Order for a period of three (3) years.

Change Orders and Authorization

Any change to the Scope of Work, contract price, schedule, or material terms must be documented in a written Change Order signed by authorized representatives of both parties. Service Provider shall not proceed with changed work unless a fully executed Change Order is issued. Client hereby authorizes Service Provider to commence work as described in this Order upon Client's signature below and, where required, receipt of any agreed deposit.

Insurance, Indemnity, and Liability

Service Provider shall maintain insurance in commercially reasonable amounts and indemnify Client from claims arising out of Service Provider's negligent acts or omissions to the extent provided in the parties' agreement. Except as expressly provided herein, neither party shall be liable to the other for incidental or consequential damages.

Governing Law; Entire Agreement

Governing Law: This Order shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

Entire Agreement: This Order, together with any referenced exhibits or Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No modification of this Order shall be effective unless in writing and signed by authorized representatives of both parties.

Certifications and Authorizations

Each party certifies that the person signing this Order on its behalf is authorized to bind the party to the terms and conditions set forth herein. Client acknowledges that Service Provider may rely on the representations and information provided by Client when performing the work. Client shall obtain any permits or approvals required for work at the Service Location unless otherwise agreed in writing.

Work Authorization: I authorize the Service Provider to perform work consistent with the Scope of Work set forth above and agree to pay amounts due under Payment Terms.

Authorized Representative Name:    Title:

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