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SERVICE AGREEMENT 1. Terms. All work by the Contractor will be completed in a workmanlike manner according to standard practices. Any alteration or deviation from standard practices or additional services such as those set forth in Paragraph 2 (c) will be performed only after receiving a signed order from the Customer at the price specified in advance by the Contractor. 2. Term and termination. (a) This Agreement shall be effective from the date specified in Paragraph 1 (f) and hereafter, and thereafter for a period of the term specified in the New Customer Report attached hereto. (b) If either party shall suspend its business or become bankrupt or insolvent, or if a receiver or similar official is appointed for all or substantially all of its assets the other party may terminate this Agreement by giving fifteen (15) days prior written notice to such party. (c) Performance of obligations hereunder must be substantially at the time or times specified herein, in other reasonable written instructions issued by Customer, or in accepted Customer's Purchase Orders. 3. Insurance. (a) Contractor will carry mandated Worker's Compensation insurance coverage on all its employees who will service the Customer. (b) Customer will carry premises liability insurance in an amount not less than $1,000,000 (One Million and 00/100) Dollars per incident. 4. Indemnification. Each party shall indemnify and hold the other party harmless and will, upon request, defend the other against all actions, proceedings, claims, demands, suits, outlays, damages or expenses, including reasonable legal fees and other costs that may be assessed against the other, and which the other may incur in defending any proceedings in which the damage sustained arose from a failure of the defaulting party to meet its obligations under this Agreement, or from any other act or omission of the defaulting or breaching party, its representatives, agents or employees. 5. Force majeure. Any party shall not be deemed to have defaulted or failed to perform hereunder if that party's inability to perform or default shall have been caused by an event or events beyond the control and without the fault of that party, including (without limitation) acts of Government, embargoes, fire, flood, explosions, acts of God or a public enemy, strikes, labor disputes, vandalism, civil riots or commotions, or the inability to procure necessary raw Materials, supplies or equipment. 6. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party. 7. Notice of labor disputes. Whenever an actual or potential labor dispute delays or threatens to delay Contractor's timely performance hereunder, Contractor shall immediately give notice thereof to Customer. 8. Entire agreement. (a) All of the terms and conditions to this Agreement are specified herein, and include the terms and conditions contained in the attached New Customer Report. This Agreement contains the entire agreement between the parties and supersedes all prior communications, representations or agreements between the parties, whether verbal or written, including any printed terms and conditions which may appear on Contractor's or Customer's purchase orders, invoices or other forms to the extent such terms are different from or inconsistent herewith, provided, however, that extra services shall be as per written order signed by an authorized representative of the Customer and accepted by the Contractor, shall be complied with and supersede all terms and conditions contained herein with respect to such individual orders. (b) The invalidity, illegality or unenforceability of any one or more provisions of this Agreement shall in no way affect or impair the validity, legality or enforceability of the remaining provisions hereof, which shall remain in full force and effect. 9. Default and waiver. (a) If either party commits a Material default under any of the terms and conditions of this Agreement and fails to cure such default within ten (10) days after receipt of written notice from the other party specifying such default, the other party may, in addition to and without prejudice to its other lawful rights and remedies, terminate this Agreement at any time after the expiration of such ten (10) day period, provided, however, that if a nonmonetary default is not reasonably curable within such period, and the defaulting party shall have diligently commenced to cure such default within such ten (10) day period, the defaulting party shall have a reasonable time thereafter within which to complete the cure of such default. (b) The remedies reserved to each party herein shall be cumulative and in addition to all other or further remedies provided by law. No waiver by either party of any breach, default or violation of any term, warranty, representation, agreement, covenant, condition or provision hereof shall constitute a waiver of any subsequent breach, default or violation of the same or other term, warranty, representation, agreement, covenant, condition or provision. |