Water Detection Agreement

WATER DETECTION AGREEMENT

RECITALS (WHEREAS)

WHEREAS, Client Name: (the "Client") seeks professional services for early detection, monitoring, and reporting of water intrusion, leaks, and related moisture events at the Client's premises; and

WHEREAS, Service Provider: (the "Provider") is duly qualified, equipped, and experienced to perform water detection and monitoring services and will provide equipment, installation, testing, monitoring, and reporting as set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms, compensation, duties, confidentiality obligations, and remedies governing the Provider's performance and the Client's payment obligations effective as of Effective Date: .

SCOPE OF WORK

Provider shall furnish all labor, equipment, sensors, installation, configuration, testing, monitoring services, routine maintenance, and reporting required to detect water intrusion and moisture anomalies at the locations identified below. Provider's services include alarm notification protocols, monthly system health reports, and response recommendations. Provider will not perform structural repairs, drying, or remediation unless separately contracted.

PAYMENT TERMS

Client agrees to pay Provider compensation for services and equipment as follows. Fees specified below constitute the full and exclusive consideration for Provider's obligations under this Agreement unless otherwise amended in writing and signed by both parties.

Invoices are due according to the Payment Schedule. Unpaid amounts shall bear a late fee of Late Fee Percentage: and interest thereafter at a rate not to exceed the maximum permitted by applicable law. Client shall be responsible for reasonable collection costs and attorneys' fees incurred to collect past-due amounts.

TERM AND TERMINATION

This Agreement commences on Commencement Date: and continues until Termination Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period (days): prior to the intended termination date. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after receipt of written notice specifying the breach and required cure, or immediately for uncured safety violations or willful misconduct.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain as confidential all non-public information disclosed by the other party (the "Disclosing Party") in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes system configurations, sensor locations, access credentials, and incident reports.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) employ commercially reasonable safeguards to protect Confidential Information. Confidential Information does not include information that was rightfully known to the Receiving Party prior to disclosure, becomes generally available to the public through no fault of the Receiving Party, or is required to be disclosed by law or court order (provided the Receiving Party gives prompt notice and cooperates to seek protective measures).

LIMITATION OF LIABILITY AND INSURANCE

Except for claims arising from willful misconduct, gross negligence, or breach of confidentiality obligations, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total amounts paid or payable by Client to Provider under this Agreement during the preceding twelve (12) month period. In no event shall either party be liable for consequential, incidental, special, or punitive damages.

Provider shall maintain and provide evidence of general liability insurance and, where applicable, professional liability insurance in commercially reasonable amounts upon Client's request. Insurance is not a substitute for indemnity obligations.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation. Notices are effective on receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If unresolved within thirty (30) days, disputes shall be submitted to arbitration by a single arbitrator in a mutually agreed location, and the arbitrator's decision shall be final and binding.

ENTIRE AGREEMENT

This Agreement (including all schedules, exhibits, and purchase orders incorporated by reference) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, proposals, or agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in connection with a sale of substantially all of its assets.

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