Water Systems Agreement

WATER SYSTEMS AGREEMENT

This Water Systems Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). Each of Client and Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is regularly engaged in the design, supply, installation, maintenance and testing of potable and non-potable water systems, including pumps, filtration, piping, control systems and associated works; and

WHEREAS, Client owns or controls the premises and desires Provider to perform water system services set forth in this Agreement in accordance with the terms and conditions contained herein; and

WHEREAS, the Parties desire to set forth their respective obligations with respect to scope, compensation, schedule, confidentiality and other matters.

SCOPE OF WORK

The Provider shall perform the work described above in a professional and workmanlike manner consistent with industry standards. Provider shall supply labor, materials, tools, equipment and supervision necessary to complete the Services unless otherwise specified in writing.

PAYMENT TERMS

Invoices will be issued by Provider in accordance with the Payment Schedule. Client shall pay all undisputed invoices within days of invoice receipt. All payments shall be made in lawful currency and in the manner set forth in the invoice.

If any payment is not made when due, Client shall pay interest at the rate specified above, together with any costs of collection, including reasonable attorneys' fees. Payment disputes shall not relieve Client of its obligation to pay undisputed portions timely.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach. Either Party may also terminate for convenience upon written notice to the other Party subject to any payment obligations for work performed through the termination date.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other that, at the time of disclosure, is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) was in the public domain at the time of disclosure; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid order of a governmental authority.

The receiving Party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations of this Section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

INSURANCE AND INDEMNIFICATION

Provider shall maintain, at its expense, commercial general liability insurance and professional/technical liability insurance in amounts customary for the industry and sufficient to cover Provider's obligations under this Agreement. Upon request, Provider will deliver certificates evidencing such insurance.

Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party, its officers, directors and employees (collectively, the "Indemnitees") from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Indemnitor's negligence, willful misconduct or breach of this Agreement, except to the extent caused by the negligence or willful misconduct of the Indemnitees.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate direct damages shall not exceed the total amount paid or payable to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments and documents expressly incorporated herein, constitutes the entire understanding between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both Parties.

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses above or to such other address as a Party may designate by written notice in accordance with this section. Notices shall be effective upon receipt.

SURVIVAL

Any provision of this Agreement which by its nature should survive termination or expiration shall survive, including but not limited to payment obligations, indemnification, confidentiality and limitation of liability.

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