Uniforms Service Contract

UNIFORMS SERVICE CONTRACT

This Uniforms Service Contract ("Contract") is entered into as of by and between Service Provider Name: with principal place of business at , and Client Name: with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing commercial uniform rental, laundering, repair and related services; and

WHEREAS, Client desires to obtain uniform supply and maintenance services for its employees, and Service Provider is willing to provide such services under the terms and conditions set forth in this Contract; and

WHEREAS, the parties intend that Service Provider shall furnish uniforms, perform laundering, inspect and replace garments as specified herein and invoice Client for such services.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained in this Contract and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider shall supply, launder, repair, replace and deliver the uniforms and related garments described in the attached Uniform Schedule, and shall perform routine inspection, mending of seams, and cleaning in accordance with industry standards. Client shall provide Service Provider with the sizes and quantities required for each employee.

1.2 Uniform Schedule. The parties shall set forth garment descriptions, sizes and quantities in a Uniform Schedule. Describe garments and quantities below:

1.3 Pickup and Delivery. Service Provider will perform regular pickups and deliveries at Client premises on the following schedule: Frequency: Weekly Biweekly Monthly Pickup day: Delivery day:

2. TERM AND TERMINATION

2.1 Term. The initial term of this Contract shall commence on and shall continue through unless earlier terminated as provided herein. The Contract shall automatically renew for successive one-year terms unless either party gives written notice of non-renewal at least 60 days prior to the expiration of the then-current term.

2.2 Termination for Cause. Either party may terminate this Contract upon material breach by the other party if the breaching party fails to cure the breach within 30 days after receipt of written notice specifying the breach.

2.3 Termination for Convenience. Either party may terminate for convenience upon 90 days written notice. Upon termination for convenience, Client will pay for all services rendered and for uniforms provided through the effective termination date and reasonable costs incurred to return or reassign uniforms, if any.

3. PRICING AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth below and in any Uniform Schedule. Base service fee per period: . Charges for replacement garments, special stains, or extraordinary repair shall be invoiced separately as provided in Section 3.3.

3.2 Invoicing and Payment Terms. Service Provider shall invoice Client monthly in arrears. Invoices are payable within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3.3 Taxes and Additional Charges. Client is responsible for applicable sales, use or other taxes arising from the provision of goods and services. Any additional work requested by Client outside the scope of this Contract shall be performed at Service Provider's then-current rates upon prior written authorization from Client.

4. UNIFORM OWNERSHIP, CARE AND LOSS

4.1 Ownership. Unless otherwise expressly stated in a Uniform Schedule, uniforms provided to Client or Client employees by Service Provider remain the property of Service Provider. Client acknowledges that Service Provider may retain title to garments until all amounts owed for such garments are paid in full.

4.2 Loss and Damage. Client shall be responsible for reasonable charges for garments lost, stolen, or damaged beyond repair due to negligence, abuse or misuse by Client or Client’s employees. Service Provider shall provide Client a written statement of such charges and supporting documentation upon request.

5. STANDARDS, COMPLIANCE AND SAFETY

5.1 Standards. Service Provider shall perform services in a professional manner consistent with industry standards and maintain quality controls reasonably designed to meet Client's requirements.

5.2 Compliance. Each party shall comply with all applicable federal, state and local laws, regulations and ordinances in performing their obligations under this Contract, including occupational safety and health requirements applicable to uniforms and laundering processes.

6. INSURANCE AND INDEMNIFICATION

6.1 Insurance. Service Provider shall maintain Commercial General Liability insurance with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate, and Workers' Compensation coverage as required by law. Upon reasonable request, Service Provider shall provide certificates evidencing such coverage.

6.2 Indemnification. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party, its officers, directors and employees (the "Indemnified Party") from and against any and all claims, demands, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's negligent acts, omissions, or willful misconduct in connection with the performance of this Contract; provided, however, that neither party shall be required to indemnify the other for the other party’s sole negligence.

7. CONFIDENTIALITY

7.1 Confidential Information. Each party acknowledges that it may receive confidential information of the other party and agrees to keep such information confidential and to use it only in connection with performing obligations under this Contract. Confidential information does not include information that is or becomes generally available to the public other than through a breach of this Contract, or that is required to be disclosed by law.

8. LIMITATION OF LIABILITY

8.1 Except for liability arising from a party's willful misconduct or gross negligence, each party's aggregate liability to the other for direct damages arising out of or related to this Contract shall not exceed the amount of fees paid by Client to Service Provider under this Contract in the six (6) months prior to the event giving rise to the claim. Neither party shall be liable for special, incidental, consequential or punitive damages.

9. NOTICES

All notices required or permitted under this Contract shall be in writing and delivered to the parties at the contact information below. Notice is effective on the date delivered by hand, by confirmed facsimile or electronic mail with confirmation of receipt, or three business days after deposit with a nationally recognized overnight courier.

10. AMENDMENTS, WAIVER AND COUNTERPARTS

10.1 Amendments. No amendment or modification of this Contract shall be binding unless in writing and signed by both parties.

10.2 Waiver. No failure or delay by either party in exercising any right under this Contract will operate as a waiver of that right, and a waiver must be in writing.

10.3 Counterparts. This Contract may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

11. GOVERNING LAW; DISPUTE RESOLUTION

11.1 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the state identified below, without regard to its conflict of law principles.

11.2 Dispute Resolution. The parties shall attempt in good faith to resolve disputes arising out of this Contract through negotiation. If negotiation fails, disputes shall be submitted to mediation, and if unresolved, to litigation in a court of competent jurisdiction in the state specified above.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 Entire Agreement. This Contract, together with any Uniform Schedule and written attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations.

12.2 Severability. If any provision of this Contract is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that comes closest to the parties' intent.

ADDITIONAL PROVISIONS

ACKNOWLEDGEMENT

The parties, by signing below, acknowledge that they have read, understand and agree to be bound by the terms and conditions of this Uniforms Service Contract.

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