Winter Clean-up Services Agreement

WINTER CLEAN-UP SERVICES AGREEMENT

This Winter Clean-up Services Agreement (the Agreement) is entered into by and between Service Provider: with address , and Client: with address . The effective date of this Agreement is .

WHEREAS

WHEREAS, the Service Provider is engaged in the business of providing winter clean-up and snow/ice management services, including but not limited to plowing, de-icing, debris removal, and related site restoration; and

WHEREAS, the Client desires to retain the Service Provider to perform winter clean-up services at the Client's premises described above under the terms and conditions set forth herein.

SCOPE OF WORK

The Service Provider shall perform the winter clean-up services described below at the Client's premises. Services shall include the tasks, performance standards, and frequency set forth in the Scope of Work field. The Service Provider shall supply all labor, equipment, materials, and supervision necessary to perform the services unless otherwise specified.

One-time / Per event Per-storm activation Regular scheduled service (e.g., weekly) As-needed response

SCHEDULE OF SERVICES

Commencement of services: start date . Expected completion or seasonal end: end date .

PAYMENT TERMS

As consideration for the Services, the Client shall pay the Service Provider as follows. All sums are payable in United States dollars unless otherwise agreed in writing.

Payments are due within days of invoice. Late payments shall incur a late fee equal to % of the overdue balance per month, or the maximum permitted by law, whichever is less. Client shall be responsible for reasonable collection costs, including attorneys' fees, on overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until 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 for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (a) hold Confidential Information in strict confidence and use 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 to perform obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to 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 foregoing obligations do not apply to information that is or becomes publicly known through no breach by the receiving party, that was already in the receiving party's lawful possession without restriction, that is independently developed by the receiving party, or that is lawfully obtained from a third party without restriction.

If the receiving party is compelled by law or court order to disclose Confidential Information, it shall provide prompt written notice to the disclosing party where legally permissible and cooperate reasonably with the disclosing party's efforts to obtain confidential treatment or a protective order. Remedies for breach of this Section shall include injunctive relief in addition to any other available remedies.

INDEMNIFICATION AND LIMITATION OF LIABILITY

The Service Provider shall indemnify and hold harmless the Client from and against claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from the Service Provider's negligence or willful misconduct in performing the Services. The Client shall indemnify and hold harmless the Service Provider from claims arising from Client's negligence or willful misconduct.

Except for liability for gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and the aggregate liability of either party arising under or related to this Agreement shall not exceed the total amount paid by the Client to the Service Provider under this Agreement in the six (6) months preceding the claim.

INSURANCE

The Service Provider shall maintain during the Term commercial general liability insurance, automobile liability insurance as applicable, and workers' compensation insurance as required by law. Upon request, the Service Provider shall furnish certificates of insurance evidencing coverages and limits reasonably acceptable to the Client.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules, or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact address set forth by each party above or to such other address as a party may designate by notice in accordance with this Section. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail prepaid, or one (1) business day after delivery to a nationally recognized overnight courier.

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