Service Interval Agreement

SERVICE INTERVAL AGREEMENT

This Service Interval Agreement (the Agreement) is entered into as of Effective Date: , by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires routine and periodic services related to the equipment, systems, or premises described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and ability to perform such services at the agreed intervals and to the standards set forth below; and

WHEREAS, the parties desire to set forth the scope, frequency, compensation, and other terms governing the periodic services to be provided by Service Provider.

SCOPE OF WORK

SERVICE INTERVALS AND SCHEDULING

Standard service interval (select one or more):  Weekly Bi-weekly Monthly Quarterly Annual Custom:

PAYMENT TERMS

Fee per visit: $. Alternatively, flat periodic fee: $.

Late payment fee: % per month on overdue amounts, or the maximum allowed by law, whichever is lower.

TERM AND TERMINATION

Term begins on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the proposed termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after written notice of the breach.

Upon termination, Service Provider shall invoice Client for all services performed through the effective date of termination and Client shall pay all undisputed amounts in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, including but not limited to business plans, pricing, technical data, trade secrets, and customer lists. Each party agrees (i) to hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, (ii) not to use Confidential Information except to perform its obligations under this Agreement, and (iii) not to disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) is independently developed by the receiving party; or (c) is rightfully received from a third party without restriction. If required by law to disclose Confidential Information, the receiving party will provide prompt notice to allow the disclosing party to seek protective relief.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Service Provider will indemnify and hold Client harmless from third-party claims arising out of Service Provider's gross negligence or willful misconduct in the performance of services. Except for liability arising from willful misconduct or breach of confidentiality, neither party will be liable for consequential, incidental, punitive, or special damages. The total aggregate liability of either party for claims arising under this Agreement will not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) month period preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties will first attempt to resolve disputes in good faith through negotiation. If unresolved, disputes will be resolved in the courts located in the county of the governing state specified above.

NOTICES

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments and accepted change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations. No amendment or modification will be effective except in a writing signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

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