Water Works Service Agreement

Water Works Service Agreement

This Water Works Service Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between:

Recitals

WHEREAS, Service Provider is duly qualified and experienced in the installation, operation, maintenance, repair and testing of water system equipment, pipelines, pumps, treatment systems and related infrastructure; and

WHEREAS, Client desires to procure from Service Provider certain water works services at the service location described below and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

Service Location

Service Location:

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards:

Payment Terms

Total Contract Price: $ (unless adjusted by change order).

Invoicing Terms: . Payments are due within the invoicing terms from the date of invoice. Client shall not withhold payment for unagreed set-offs without written notice and good faith basis.

Late Fee: A late fee of will apply to past-due amounts, together with interest at the maximum lawful rate if different. Client shall also be responsible for reasonable collection costs, including attorney fees.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice describing the breach in reasonable detail.

Upon termination, Client shall pay Service Provider for all services performed and approved expenses incurred through the effective date of termination, including any reasonable demobilization costs.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or operational information disclosed in any form. Each party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to third parties without prior written consent, except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of months, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

Insurance and Indemnity

Service Provider shall maintain insurance coverage customary for the industry, including commercial general liability and workers' compensation, in amounts sufficient to cover liabilities arising from the performance of services. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, damages and expenses arising out of the indemnifying party's negligent acts or willful misconduct in connection with this Agreement, except to the extent caused by the indemnitee's negligence or willful misconduct.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the 12 months preceding 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 principles of conflicts of law.

Entire Agreement; Amendment

This Agreement, together with any exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written representations and agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held 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 a successor by merger or sale of substantially all assets to which this Agreement relates.

notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other.

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