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TERMS AND CONDITIONS
<br />1. This is the entire Agreement between us, and no other terms or conditions shall apply. This service proposal does
<br />not void or negate the terms and conditions of any existing service agreement unless fully executed by both parties. No
<br />services or work other than specifically set forth herein are included or intended by this Agreement.
<br />2. You retain your responsibilities as Owner and/or Manager of the premises and of the Equipment. You will provide
<br />us with clear and safe access to the Equipment and a safe workplace for our employees as well as a safe storage location
<br />for parts and other materials to be stored on site which remain our property, in compliance with all applicable regulations
<br />related thereto, you will inspect and observe the condition of the Equipment and workplace and you will promptly report
<br />potentially hazardous conditions and malfunctions, and you will call for service as required; you will promptly authorize
<br />needed repairs or replacements outside the scope of this Agreement, and observe all testing and reporting responsibilities
<br />based upon local codes. You will not permit others to work on the Equipment during the term of this Agreement. You agree
<br />that you will authorize and pay for any proposed premaintenance repairs or upgrades (including any such repairs or
<br />upgrades proposed during the first 30 days of this agreement), or we will have the option to terminate this Agreement
<br />immediately, without penalty to us. You agreed to post and maintain necessary instructions and 1 or warnings relating to the
<br />equipment.
<br />3. We will not be liable far damages of any kind, whether in contract or in tort, or otherwise, in excess of the annual
<br />price of this Agreement. We will not be liable in any event for special, indirect or consequential damages, which include but
<br />are not limited to loss of rents, revenues, profit, good will, or use of Equipment or property, or business interruption.
<br />4. Neither party shall be responsible for any loss, damage, detention or delay caused by labor trouble or disputes,
<br />strikes, lockouts, fire, explosion, theft, lightning, wind storm, earthquake, floods, storms, riot, civil commotion, malicious
<br />mischief, embargoes, shortages of materials orworkmen, unavailability of material from usual sources, government priorities
<br />or requests or demands of the National Defense Program, civil or military authority, war, insurrection, failure to ad on the
<br />part of either party's suppliers or subcontractors, orders or instructions of any federal, state, or municipal govemment or any
<br />department or agency thereof, acts of God, or by any other cause beyond the reasonable control of either party. Dates for
<br />the performance or completion of the work shall be eMended by such delay of time as may be reasonably necessary to
<br />compensate for the delay.
<br />5. You will assign this Agreement to your successor in interest, should your interest in the premises cease prior to the
<br />initial or any renewal termination date. If this Agreement is terminated prematurely far any reason, other than our default,
<br />including failure to assign to a successor in interest as required above, you will pay as liquidated damages (but not penalty)
<br />one/half the remaining amount due under this Agreement.
<br />6. The Equipment consists of mechanical and electrical devices subject to wear and tear, deterioration, obsolescence
<br />and possible malfunction as a result of causes beyond cur control. The services do not guarantee against failure or
<br />malfunction, but are intended to reduce wear and prolong useful life of the Equipment. We are not required to perform tests
<br />other than those specified previously, to install new devices on the equipment which may be recommended or directed by
<br />insurance companies, federal, state, municipal or other authorities, to make changes or modifications in design, or to make
<br />any replacements with parts of a different design. We are responsible to perform such work as is required due to ordinary
<br />wear and tear. [Unless otherwise agreed], We are not responsible for any work required due to obsolescence; accident;
<br />abuse; misuse; vandalism; adverse machine room conditions (including temperature variations below 60 degrees and above
<br />90 degrees Fahrenheit) or excessive humidity; adverse premises or environmental conditions, power fluctuations, rust, or
<br />any other cause beyond our control. We will not be responsible for correction of outstanding violations or test requirements
<br />cited by appropriate authorities prior to the effective date of this agreement.
<br />7. Invoices (including invoices for extra work outside the fixed price) will be paid upon presentation, on or before the
<br />last day of the month prior to the billing period. Late or non-payments will result in:
<br />(a) Interest on past due amounts at 1 %z% per month or the highest legal rate available;
<br />(b) Termination of the Agreement on ten (10) days prior written notice; and
<br />(c) Attorneys' fees, cost of collection and all other appropriate remedies for breach of contract.
<br />8. If either party to this Agreement claims default by the other, written notice of at least 10 days shall be provided,
<br />specifcally describing the default. If cure of the default is not commenced within the ten-day notification period, this
<br />Agreement may be terminated. In the event of litigation, the prevailing party will be entitled to its reasonable attorneys' fees
<br />and costs.
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<br />DOGO-74ASTD
<br />2007.3
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