Water Loss Management Equipment

WATER LOSS MANAGEMENT EQUIPMENT AGREEMENT

This Water Loss Management Equipment Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Supplier develops, supplies and, where applicable, services water loss management equipment and monitoring systems designed to detect, mitigate and manage water loss events; and

WHEREAS, Client desires to procure from Supplier certain equipment, installation services and ongoing support described in this Agreement to reduce water loss risk at Client facilities; and

WHEREAS, the parties wish to set forth the terms and conditions governing the supply, delivery, installation (if applicable), payment and confidentiality for the equipment and related services.

SCOPE OF WORK

Supplier shall provide the equipment, installation (if selected), start-up, testing and training services described below. Supplier will perform work in a professional manner in accordance with industry standards and applicable law.

Item 1: Description:   Qty:   Unit Price: $

Item 2: Description:   Qty:   Unit Price: $

Additional items and serial numbers, warranties and accessories to be listed and attached as a Schedule A to this Agreement where applicable.

PAYMENT TERMS

The total Contract Price for the equipment and services described in this Agreement is $ payable as follows.

All undisputed amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law. Client shall be responsible for reasonable collection costs, including attorneys' fees, for overdue undisputed amounts.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination.

Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination does not relieve Client of payment obligations for equipment delivered and services performed prior to the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall treat as confidential all technical, commercial and operational information disclosed by the other party (Discloser) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Recipient shall not disclose Confidential Information to any third party except to its employees, consultants or contractors 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 (i) was already lawfully in Recipient's possession without restriction on disclosure, (ii) is or becomes publicly available through no breach of this Agreement, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information as required by law or court order if Recipient provides prompt prior notice to Discloser to allow Discloser to seek protective relief.

INSPECTION, WARRANTY AND MAINTENANCE

Supplier warrants that equipment supplied under this Agreement shall conform to the specifications in the Scope of Work and be free from material defects in materials and workmanship for the warranty period set forth in Schedule A. Supplier's sole obligation for breach of the foregoing warranty shall be, at Supplier's option, repair or replacement of nonconforming equipment or refund of the purchase price for such equipment. Except as expressly provided in this Agreement, Supplier disclaims all other warranties, express or implied.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws rules.

The parties shall use good faith efforts to resolve disputes through negotiation. If the dispute is not resolved within sixty (60) days, either party may pursue any remedies available at law or in equity in the courts located in the jurisdiction specified above.

ENTIRE AGREEMENT

This Agreement, together with all schedules, appendices and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous written or oral agreements, representations, and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as the receiving party designates in writing. Notices shall be deemed given upon personal delivery, three (3) days after deposit with an internationally recognized courier, or the next business day if sent by overnight courier.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Insurance: Each party shall maintain insurance customary for its business and sufficient to cover its obligations under this Agreement. Upon request, a party shall provide the other with evidence of insurance.

Sign Now