Water Treatment Water Separator

Water Treatment Water Separator Agreement

This Water Treatment Water Separator Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Provider is engaged in the business of designing, supplying, installing and servicing water treatment equipment, including water separators and related components; and

WHEREAS, Client desires to procure from Provider a Water Treatment Water Separator system and related services at the project site located at (Project Site), and Provider is willing to supply such equipment and services under the terms set forth herein; and

WHEREAS, the parties intend for this Agreement to set forth the full understanding regarding the scope, delivery, testing, payment and allocation of risk with respect to the Water Separator system.

Scope of Work

Delivery and installation shall be performed in accordance with the timelines set forth in the Scope of Work. Provider shall perform factory and/or on-site acceptance testing reasonably necessary to demonstrate conformity with the agreed specifications. Acceptance testing criteria:

Payment Terms

Contract Price (total): $

Deposit required upon execution: $ . Final payment due within days of acceptance.

Late payments shall accrue interest at the rate of on overdue balances, and Client shall be responsible for all reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

Term and Termination

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party (Recipient) shall keep confidential and shall not disclose to any third party any Confidential Information disclosed by the other party (Discloser) except to its employees, agents or subcontractors with a need to know and who are bound by written confidentiality obligations at least as protective as those in this Agreement. "Confidential Information" shall include non-public technical, business, pricing and commercial information, but shall exclude information that is demonstrably already known to Recipient, is or becomes publicly known through no breach by Recipient, is independently developed by Recipient without use of Discloser's Confidential Information, or is rightfully obtained from a third party without restriction. Confidentiality obligations shall survive termination for a period of years.

Warranties, Acceptance and Remedies

Provider warrants that delivered equipment shall materially conform to the agreed specifications and shall be free from defects in materials and workmanship under normal use for a period of months from the date of acceptance. Client's sole and exclusive remedy for breach of this warranty shall be, at Provider's option, repair or replacement of nonconforming equipment or refund of the portion of the purchase price allocable to the nonconforming equipment, provided Client gives Provider prompt written notice and an opportunity to inspect and cure.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against third-party claims arising out of the indemnifying party's negligent acts or omissions or willful misconduct in connection with performance under this Agreement. In no event shall either party be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party for any and all claims arising out of or related to this Agreement shall be limited to the total amounts actually paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim, except for liability arising from gross negligence or willful misconduct.

Insurance

Provider shall maintain commercial general liability insurance and, where applicable, professional and automobile liability insurance in amounts customary for the industry. Upon request, Provider shall furnish certificates evidencing such coverage.

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.

Entire Agreement and Miscellaneous

This Agreement, together with any attachments, purchase orders and accepted change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of Provider's assets.

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties shall attempt to resolve disputes in good faith through negotiation prior to initiating legal proceedings.

Notices

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