Water Solutions Agreement

Water Solutions Agreement

This Water Solutions Agreement (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client requires water management, treatment, supply, and related services for the property and operations described above; and

WHEREAS, Provider represents that it has the expertise, personnel, licenses, and equipment necessary to deliver water solutions, including treatment system installation, preventative maintenance, emergency response, and water quality monitoring; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will deliver such services to Client.

SCOPE OF WORK

Provider shall perform the work described below and any ancillary tasks reasonably necessary to accomplish the work. Provider shall perform the work in a professional manner consistent with industry standards.

PAYMENT TERMS

Client agrees to pay Provider for the services rendered in accordance with this section. All amounts are stated in U.S. dollars unless otherwise indicated.

Invoices shall be submitted to Client in writing and are due and payable within days of receipt unless otherwise agreed in writing. Payments not received within the due period shall accrue interest at a rate of percent per month (or the maximum rate permitted by law, if lower). Provider may suspend services if invoices are more than days overdue, following five (5) days' written notice to Client.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receiving written notice specifying the breach. Termination for material breach that is incapable of cure may be immediate upon written notice.

Upon termination, Provider shall be paid for all services performed and reimbursable expenses incurred through the effective date of termination. Provider shall deliver all work-in-progress and Client shall pay any unpaid amounts due under this Agreement.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information excludes information that (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in confidence and use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

If disclosure is compelled by law, the receiving party shall, to the extent permitted, promptly notify the disclosing party and cooperate in any effort to obtain confidential treatment or a protective order.

INDEMNIFICATION; LIMITATION OF LIABILITY

Provider shall defend, indemnify, and hold harmless Client and its officers, directors, and employees from and against third-party claims arising out of Provider's negligent acts, omissions, or willful misconduct in performing the services. Client shall defend, indemnify, and hold harmless Provider from claims arising from Client's negligence or willful misconduct.

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability for direct damages under this Agreement shall exceed the total amount paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for consequential, incidental, special, or punitive damages.

INSURANCE

Provider shall maintain commercial general liability insurance, workers' compensation, and automobile liability insurance with limits reasonably appropriate to the scope of the services and customary in the industry. Upon request, Provider shall provide certificates of insurance evidencing coverage.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify in writing.

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 principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation between executives. If unresolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration in the agreed venue, subject to the rules the parties select in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits, schedules, and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided that the assigning party remains liable for its obligations hereunder.

MISCELLANEOUS

The parties acknowledge that Provider may perform services using subcontractors; Provider shall remain responsible for the performance of subcontractors and compliance with this Agreement. Any waiver of a breach must be in writing and signed by the party granting the waiver.

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