1. This document constitutes the entire Agreement of the parties. Except as stated in paragraph 2, no other documents, waiver or articles, whether expressed or implied, shall contradict the policies, guidelines and conditions defined in this Agreement. Any negotiations, prior discussions, representations, promises, understandings, proposals, agreements, warranties, course of dealing or trade usage not expressly contained or referenced in this Agreement will not be binding on either party. No addition to or modification of this Agreement will be effective or binding unless agreed in writing and executed by the respective duly authorized representatives of each of the parties.

SERVICE &/or EQUIPMENT AGREEMENT

THIS AGREEMENT made as of the date on the signature page

BETWEEN:

NAME OF PURCHASER OF SERVICE
As specified in the document

OF THE FIRST PART,
- and -

RIVERDALE INC. o/a CLEAN WATER PRO
(the “Service Provider”)

OF THE SECOND PART
.WHEREAS:

The Owner wishes to contract with the Service Provider to conduct the work as specified in the Scope of Service section of this document

The Service Provider and the Owner have agreed to enter into this Service Agreement (the “Service Agreement”) on the following terms and conditions.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the mutual and other covenants herein contained, the parties hereto covenant and agree as follows:

ARTICLE I
INTERPRETATION

1.01 Words in this Agreement that import the singular number shall include the plural and vice-versa. Words in this Agreement that import a particular gender shall include all other genders, and words that import persons, firms or corporations shall include persons, firms and corporations.

1.02 All references to dollar amounts shall be to the currency of Canada.

1.03 Invoices and Overdue Balances – Client agrees to pay invoiced amounts as agreed upon in the financial section of this document. Other amounts will be invoiced, and all invoices are due on receipt. A credit charge of 2% monthly (26.8% per annum compounded) applies to overdue amounts.

ARTICLE II
CONTRACT FOR SERVICE

2.01 The Service Provider agrees to contract with the Owner to provide Services listed in Scope of Service of this Service Agreement at the locations listed on this Service Agreement.

2.02 The Service Agreement shall be for a term (the “Term”), as specified in the timeline in this document

2.03 The duties of the Service Provider shall include solely the duties and responsibilities as set out herein, and no additional duties or responsibilities shall be imposed upon the Service Provider without their written consent, which may be withheld in their absolute discretion.

2.04 The Service Provider shall be required to work such hours as are reasonably necessary to discharge the duties assigned to him by the Owner under this Agreement.

ARTICLE III
COMPENSATION

3.01 The Service Provider shall be entitled to compensation for maintenance, services, or repairs provided outside of the parameters set out in this Agreement.

ARTICLE IV
CONFIDENTIAL INFORMATION

5.01 The Owner recognizes that any Confidential Information regarding methods used in servicing, repairing or otherwise is the sole and exclusive property of the Service Provider, and the Owner shall use his best efforts and exercise utmost diligence to protect and guard the Confidential Information.

5.02 The Confidential Information is and shall remain the sole and exclusive property of the Service Provider regardless of whether such information was generated by the Service Provider or by others and regardless of whether it was generated prior to the commencement of the term of the Service Provider’s contract with the Owner, or after, and the Owner agrees that upon the termination of the Agreement, it shall deliver promptly to the Service Provider all such tangible parts of or relating to any Confidential Information as are in the possession or under the control of the Owner without retaining any copy or record thereof or any other mechanical means that, alone or in combination with other means, would permit the Owner to reproduce or make available the Confidential Information at a subsequent time.

ARTICLE V TERMINATION

5.01 The parties understand and agree that this Agreement may be terminated in the following manner under the specified circumstances:

by the Service Provider, at any time, for any reason, on the giving written notice to Owner; by the Owner, at any time, for any reason, provided that the Owner shall compensate the Service Provider in respect of such termination for any scheduled payments remaining under the Term of this Service Agreement.

ARTICLE VI
INDEMNITY

6.01 The Owner agrees to indemnify and save harmless the Service Provider from and against any and all losses, claims, costs, expenses, damages or liabilities (including, without limitation, damage awards, legal fees, and disbursements) which at any time may be paid or incurred by the Service Provider or claimed against the Service Provider for or directly or indirectly arising out of, resulting from, or attributable to, the installation, maintenance or operation of the Equipment, including, without limiting the generality of the foregoing, any property loss, personal injury or death occasioned on the property as defined in this document.

ARTICLE VII
MISCELLANEOUS

10.01 The rights which accrue to Owner under this Agreement shall pass to its successors or assigns.

10.02 Any notice, request, demand, consent or other communication that is provided for or permitted under this Agreement shall be made in writing and shall be given by personal delivery or sent by registered mail, with postage prepaid, addressed to the recipient for which it is intended at its address Either party may change its address for purposes of this Section by giving notice of such change to the other party in accordance with this section. Any communication that is provided for or permitted under this Agreement is conclusively deemed to have been received, for the purposes of this Agreement, when personally delivered or on the date that is five (5) days after the date that it was mailed in accordance with this Section, as the case may be. In the event of any delay or disruption in postal service in Canada, all communications under this Agreement shall be given by personal delivery only.

10.03 Each party shall perform its obligations hereunder in accordance with all applicable laws, rules and regulations now or hereafter in effect. Except where expressly stated to the contrary in this Agreement, all rights and remedies specified herein are cumulative and are not exclusive of any rights or remedies provided by law or specified in any other agreement among the parties.

10.04 If any provision of this Agreement is found to be invalid, illegal or unenforceable, such provision shall be conclusively deemed to be severable and to have been severed from this Agreement, and the balance of this Agreement shall remain in full force and effect, notwithstanding such severance. To the extent permitted by law, each of the parties hereto hereby waives any law, rule or regulation that might otherwise render any provision of this Agreement invalid, illegal or unenforceable.

10.05 No term or provision hereof shall be waived nor any breach hereof excused except in writing signed by the party that is claimed to have so waived or excused. No waiver of any provision of this Agreement shall constitute a waiver of any other provision. No consent or waiver by a party to any breach by the other party shall constitute a consent to, waiver of or excuse for any other breach. The failure of a party to give notice to the party or to take any other steps in respect of, the breach or non-fulfillment of any provision of this Agreement shall not constitute a waiver thereof.

10.06 This Agreement shall for all purposes be governed by and construed in accordance with the laws in force in the Province of Manitoba. Any proceedings in respect of this Agreement shall take place in the courts of Manitoba and the parties hereby irrevocably attorn to the jurisdiction of such courts, notwithstanding any subsequent change in the residence of a party.

10.07 No amendment to this Agreement shall be effective unless it is in writing and signed by each party hereto or a duly authorized representative of each party.

10.08 This Agreement is binding upon the parties and their respective successors and assigns.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year recorded within this document.

Acceptance of Proposal. Acceptance of this Estimate signifies that you have read the above terms and agree to abide by them.

Errors and omissions excepted