Water Shut Off Device Agreement

Water Shut Off Device Agreement

Parties and Recitals

This Water Shut Off Device Agreement ("Agreement") is entered into effective as of by and between Client Name: (the "Client") and Service Provider: (the "Provider").

WHEREAS, Client owns or is the authorized occupant of the property located at: (the "Property"); and

WHEREAS, Provider is in the business of supplying, installing, monitoring, and servicing automatic water shut off devices and related equipment to prevent water damage; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will furnish and install a water shut off device at the Property and provide related services.

Scope of Work

Provider shall furnish all labor, materials, tools, devices, and supervision necessary to install, commission, and, if elected below, maintain the water shut off device described below at the Property. Provider will perform the work in a professional manner in accordance with industry standards.

Payment Terms

Client agrees to pay Provider for the equipment, installation, and services provided under this Agreement in accordance with the following amounts and schedule.

Any undisputed past due amounts shall accrue interest at a rate of (or the highest rate permitted by law). Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider to collect amounts past due.

Term and Termination

The term of this Agreement begins on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon written notice to the other delivered at least days prior to the effective termination date. Provider may terminate or suspend services immediately for nonpayment, material breach by Client, or if continued performance would violate applicable law or create a safety risk.

Upon termination or expiration, title to any leased equipment shall be governed by the ownership provisions below. Client shall pay Provider for work performed and reasonable dismantling and removal costs, if any, unless otherwise agreed in writing.

Confidentiality

Each party shall maintain in confidence all non-public information provided by the other party which 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 excludes information that (a) is or becomes public other than by breach of this Agreement, (b) was already known to the receiving party, (c) is obtained from a third party rightfully and without restriction, or (d) is independently developed without use of Confidential Information. The receiving party may disclose Confidential Information to its employees, contractors, and advisors on a need-to-know basis provided they are bound by confidentiality obligations no less protective than those in this Agreement. Remedies for breach include injunctive relief and damages.

Installation, Maintenance and Service

Provider will obtain Client's consent prior to performing work that requires entry to occupied living spaces. Client shall provide reasonable access to the Property at scheduled times. Provider may perform periodic maintenance and testing as described in the Scope of Work. Maintenance services, if any, will be provided pursuant to the maintenance schedule:

Client acknowledges that emergency shut off events may occur automatically or by manual command and that such events may interrupt water service. Provider shall make commercially reasonable efforts to restore service promptly following an event.

Warranty; Limitation of Liability; Indemnity

Provider warrants that installation work will be performed in a workmanlike manner for a period of . Equipment manufacturer warranties, if any, will be passed through to Client to the extent assignable. Other than the foregoing, Provider disclaims all other warranties, express or implied.

Except for willful misconduct or gross negligence, Provider's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement. Neither party shall be liable for consequential, incidental, punitive, or exemplary damages.

Client shall indemnify and hold Provider harmless from and against third party claims, liabilities, losses, and expenses arising from Client's negligence, failure to maintain the Property, or breach of this Agreement, except to the extent caused by Provider's gross negligence or willful misconduct.

Ownership, Title and Removal

Unless otherwise agreed in writing, Provider retains title to removable monitoring or shut off equipment provided under this Agreement until paid in full. At Provider's request following termination or expiration, Client shall allow Provider reasonable access to remove Provider-owned equipment. If removal would cause material damage to the Property, the parties shall negotiate in good faith an alternative resolution.

Testing and Acceptance

Upon completion of installation, Provider will conduct functional testing of the device. Client or Client's representative shall be given the opportunity to observe testing. Acceptance occurs when the installed device performs in material conformity with the acceptance criteria set forth in the Scope of Work. Any defects shall be remedied by Provider at Provider's expense if reported within the warranty period.

Compliance with Law

Provider shall perform its obligations in compliance with applicable laws, regulations, codes and industry standards. Client shall obtain and pay for any permits, approvals, or inspections required by local authorities unless otherwise agreed in writing.

Governing Law; Entire Agreement

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

This Agreement, including any exhibits and the Scope of Work attached hereto, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

Notices and Contacts

Acknowledgements

Client acknowledges that Provider has made no guarantees regarding the elimination of all risk of water damage and that the device reduces, but does not eliminate, such risk. Client has had the opportunity to ask questions and obtain clarifications concerning the operation, limitations, and routine maintenance requirements of the installed device.

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