Sprinkler Maintenance Agreement

SPRINKLER MAINTENANCE AGREEMENT

This Sprinkler Maintenance Agreement ("Agreement") is made effective as of by and between Client Name: , with principal address (the "Client"), and Contractor Name: , with principal address (the "Contractor").

WHEREAS

WHEREAS, Client owns or controls the premises located at (the "Premises"); and

WHEREAS, Contractor is duly qualified and experienced in performing inspection, testing, repair and maintenance of automatic fire sprinkler systems and related appurtenances and is willing to provide such services to Client under the terms set forth herein.

SCOPE OF WORK

Services include, at minimum, quarterly visual inspections, annual NFPA-referenced testing where applicable, minor repairs as authorized by Client, and documentation of all inspections and tests. Contractor will provide written inspection reports to Client within days of each inspection.

PAYMENT TERMS

Contractor shall submit invoices to Client and Client shall pay undisputed amounts within days of receipt. Invoices shall itemize labor, parts, and any subcontracted services.

Unpaid amounts shall accrue interest at the lesser of per month or the maximum permitted by law. Client shall also pay reasonable collection costs and attorney fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice describing the breach.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any non-public business, technical or financial information of the other party disclosed in connection with performance under this Agreement, except as required by law or to employees, contractors or insurers who have a need to know and are bound by confidentiality obligations no less restrictive than this provision. Confidential information shall not include information that was already known to the recipient without an obligation of confidentiality, becomes publicly available through no fault of the recipient, or is independently developed by the recipient.

INSURANCE; INDEMNIFICATION; LIABILITY

Contractor shall maintain and provide evidence of commercial general liability insurance, automobile liability and workers' compensation as required by law and with limits not less than industry standard for sprinkler contractors. Contractor shall name Client as additional insured on commercial general liability policies for liability arising out of Contractor's performance under this Agreement upon Client's request.

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against all third-party claims, liabilities, losses and expenses (including reasonable attorney fees) arising out of Contractor's negligent performance or willful misconduct. Client shall indemnify Contractor for claims arising from Client's negligence or willful misconduct.

EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

ACCESS, PERMITS, AND COMPLIANCE

Client shall provide Contractor reasonable access to the Premises during normal business hours, and shall obtain and pay for any permits or approvals necessary for the performance of Contractor's work unless otherwise agreed in writing. Contractor shall perform services in compliance with applicable codes, standards and regulations.

CHANGE ORDERS

Any changes to the scope, schedule or price shall be made by written change order signed by authorized representatives of both parties. Contractor shall not be obligated to perform work beyond the agreed scope without a signed change order.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or such other address as either party may specify by notice) by personal delivery, certified mail, or overnight courier.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved by good faith negotiation between executives of the parties. If unresolved within thirty (30) days, the parties shall submit the dispute to non-binding mediation. If mediation fails, either party may pursue any available remedy in a court of competent jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. No modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment or agency relationship. Titles and captions are for convenience only and shall not affect interpretation.

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