Windows Service Agreement

WINDOWS SERVICE AGREEMENT

This Windows Service Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

RECITALS (WHEREAS)

WHEREAS, Service Provider is engaged in the business of providing commercial and residential window cleaning, maintenance, repair, and related services and possesses the personnel, expertise and equipment necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider to provide the services described herein on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform professional window services which may include cleaning of interior and exterior glazing, frame and sill maintenance, minor fitting and hardware adjustment, seal inspection, and application of protective treatments as specified below. Services shall be performed in a workmanlike manner consistent with industry standards.

Weekly Biweekly Monthly One-time Other:

2. PAYMENT TERMS

Invoices are due within days of invoice. A non-refundable deposit of % is required prior to commencement where indicated. Client shall be responsible for payment of all reasonable costs for parts and materials unless otherwise specified in the scope.

Late payments shall incur a late fee equal to % per month (or the maximum permitted by law, if less), calculated monthly on the outstanding balance from the due date until paid in full. Client shall reimburse Service Provider for reasonable collection costs, including attorney fees, for unpaid amounts.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay for services performed and materials supplied prior to termination.

4. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information of the other party disclosed in connection with this Agreement ("Confidential Information"). Confidential Information does not include information that is publicly known through no fault of the receiving party, independently developed without use of Confidential Information, or rightfully obtained from a third party. The receiving party shall use Confidential Information solely for performance under this Agreement and shall restrict disclosure to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

5. ACCESS, SAFETY AND CLIENT OBLIGATIONS

Client shall provide Service Provider with reasonable access to buildings, windows, power and water where required, and shall ensure work areas are safe and free of hazardous conditions. Client shall notify Service Provider in writing of any known risks or special conditions. Service Provider shall comply with applicable safety rules and shall exercise reasonable care in performing the work.

6. INSURANCE AND LIABILITY

Service Provider shall maintain commercially reasonable liability insurance, workers' compensation and automobile insurance as required by applicable law. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage. Except for willful misconduct or gross negligence, Service Provider's liability for direct damages arising out of or related to this Agreement shall be limited to the amount paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim. Neither party shall be liable for incidental, consequential, punitive or special damages.

7. WARRANTY AND EXCLUSIONS

Service Provider warrants that services will be performed in a professional and workmanlike manner for a period of days from completion. This warranty does not cover pre-existing defects, damaged glazing, seal failure, storm damage, vandalism, or damage resulting from Client neglect or misuse. Remedies under this warranty are limited to re-performing the defective services at no additional labor cost.

8. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider is solely responsible for withholding and paying taxes on its employees and subcontractors and for compliance with employment laws.

9. 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. Venue for any action arising under this Agreement shall be in the appropriate state or federal court located in the county specified by applicable law.

10. ENTIRE AGREEMENT

This Agreement, including any exhibits and the scope of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment shall be binding unless executed in writing by both parties.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice. Notices shall be effective upon personal delivery, three (3) days after deposit in the mail with postage prepaid, or one (1) day after deposit with a nationally recognized overnight courier.

12. MISCELLANEOUS

If any provision of this Agreement is held to be 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 that Service Provider may assign to an affiliate or to a purchaser of substantially all of its assets. The parties agree to execute such further instruments and documents and to take such further action as may be necessary to carry out the purposes of this Agreement.

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