Water Solutions OTV Agreement

WATER SOLUTIONS OTV AGREEMENT

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

Client Name:    Address:

Service Provider Name:    Address:

WHEREAS

WHEREAS, Client operates water distribution, treatment, or monitoring facilities and requires on-site technical verification, testing and operational validation of certain systems and processes (collectively, "OTV Services"); and

WHEREAS, Service Provider possesses the personnel, equipment and technical expertise necessary to perform OTV Services for water systems and agrees to perform such services in accordance with the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

The scope includes, without limitation: on-site inspection, instrumentation calibration, operational testing, data collection, performance verification, preparation of a written report including findings and recommended corrective actions, and up to on-site visits. Any additional tasks outside the written scope shall require a written change order signed by both parties.

2. PAYMENT TERMS

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule. Client shall pay invoiced amounts within days of receipt. Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law), compounded monthly, plus reasonable collection costs.

The parties agree that Service Provider may require a non-refundable deposit of prior to mobilization. Payment methods accepted: Check Wire Transfer Credit Card

3. TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days following written notice. Termination shall not relieve Client of payment obligations for services performed and costs incurred prior to termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party in connection with the OTV Services that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including technical data, reports, designs, processes, customer lists, and site-specific operational data.

Each party shall: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no wrongful act of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates in any lawful attempt to limit the disclosure.

Upon termination or expiration of this Agreement, each party shall promptly return or destroy the other party's Confidential Information as directed and certify in writing that such return or destruction has been completed. The obligations in this Section shall survive for years from termination, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

5. REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Service Provider represents and warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, the parties' aggregate liability to each other for any claim arising out of this Agreement shall be limited to the total amount paid by Client to Service Provider under this Agreement.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence, willful misconduct or breach of this Agreement.

7. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall first attempt to resolve any dispute arising under this Agreement through good faith negotiation. If negotiation fails, the dispute shall be submitted to binding arbitration in accordance with commercially reasonable arbitration rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

8. ENTIRE AGREEMENT

This Agreement, including any exhibits or change orders 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 communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. NOTICES

Notices shall be in writing and shall be deemed given when delivered by hand, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or to such other address as either party may designate by written notice.

10. MISCELLANEOUS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party may bind the other without prior written consent.

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 Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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