SERVICES AGREEMENT

This Services Agreement (the “Agreement”) is entered into by Northwest Fire Inc. (“Service Provider”), dba Fire Extinguisher Service Center, and the Customer receiving the installation, or repair, or remediation of system/fire related protection equipment services (the “Customer”) pursuant to an

proposal form from Service Provider, setting forth the proposed Services (as defined below) and  referencing this Agreement (the “Proposal”). Upon mutual acceptance and subsequent date of the work completed as outlined in the Proposal this Agreement will become effective (the “Effective Date”). The parties agree as follows:

1. Agreement to Hire : Customer hires Service Provider to perform certain services to install, repair,  remedy deficiencies of systems (the “System(s)”) as quoted and described in the applicable Proposal (the “Services”). Customer acknowledges that, as inducement to entering into this

Agreement, Service Provider has extended a promotional discount on the project (“Promotional  Discount”).

2. Maintenance Services . Following the initial installation, repair, remediation of the  System(s)/Equipment pursuant to the Proposal, and for the Term (as outlined on the Proposal), Customer agrees for Service Provider to exclusively perform periodic maintenance services on such Systems/Equipment, as agreed by the parties and at Service Provider’s then current rates.

3. Pricing : The fees for the Services (“Fees”) are set forth in the applicable Proposal. Additional  Services will be quoted at Service Provider’s time and material prices in effect at the time of completion.

4. Payment Terms : Payment of Fees is due within 30 days of the date of the invoice. Late fees in  the amount of 1.5% per month may be assessed on any unpaid invoice and may cause future Services to be delayed until the account is brought current. If collection action becomes necessary, it is agreed that the Customer shall pay all related expenses, including court costs and attorney fees.

5. Term of Agreement : This Agreement is for five (5) years, from the Effective Date. This  Agreement will renew automatically for consecutive 1-year periods unless changed by a newly signed agreement or terminated by either party in writing pursuant to the termination provisions herein. The parties acknowledge that each Proposal shall have an applicable Service  Term (as defined therein).

6. Termination : Subject to the conditions of this Section 6, either party may terminate this  Agreement by providing 60 days’ written notice. Upon notice of termination: (a) all amounts due to Service Provider are immediately due and payable, including outstanding invoices due Service Provider; and (b) by Customer, within ten (10) days of the effective date of termination,  Customer shall pay Service Provider the amount equivalent to the Promotional Discount. Customer hereby authorizes Service Provider to deduct the Promotional Discount amount from any prepaid amounts for the purposes of satisfying the amounts owed under this Section 6.

7. Cancellation Fee : Scheduled and confirmed Services that are rescheduled or cancelled with less  than two (2) business days’ notice will incur Service Provider’s then standard cancellation fee.

8. Work Interrupted : Service Provider’s scheduling process includes confirmation of appointments  prior to dispatch of the work crew. If Customer or its employees, affiliates, contractors, or subcontractors cause a delay, work stop or cancellation of a confirmed Service Provider work

schedule, Customer agrees to pay incurred charges for Service Provider sub-contractors, equipment fees, and Service Provider time charged to job prior to stoppage. If a confirmed work schedule is delayed, stopped, or cancelled due to Service Provider or its employees, affiliates,

contractors, or subcontractors there will be no charges assessed to Customer related to the interruption.

9. Performance of Work : All Services performed under this Service Agreement will be completed  to industry standard and documented in writing. Inspection of a System will record the physical condition of the System and test results of listed components tested at that time. It will record the functionality of the System at the time of the test or inspection. Test and inspection service provides a reasonable assurance as to the condition of the System at the time of the report, but it is not a guarantee of future performance.

10. Warranty of Materials : Service Provider makes no warranty, express or implied, as to the  materials installed or used as part of the Services. The manufacturer listed warranty applies to any such materials.

11. Service Provider Limited Warranty : All Services will be performed by qualified personnel and  completed to industry standard. Unless otherwise required by applicable law, labor provided hereunder is warranted for six (6) months from date of work or until subject equipment, installation or repair is modified in any way by any person not employed by Service Provider, whichever occurs first. Labor warranty for installation or repair is for the item(s) installed or repaired; it is not a warranty of the entire System. Only a completely new System install is ever warranted as-a-whole for six months from date of completion or until subject installation is modified in any way by any person not employed by Service Provider, whichever occurs first. Service Provider’s technician will report on the condition of the System at the time of service; Service Provider does not guarantee System performance in Service Provider’s absence. Service Provider is not responsible for loss to persons or property because of an improperly functioning System, or component failure. No warranty or guarantee is made regarding the Services performed other than as set forth in this Section 11.

12. Insurance : Both parties agree to maintain General Liability Insurance, including bodily injury,  property damage, personal injury, and automobile liability. Each party shall provide certificates of insurance on request, or as needed, to include additional insured endorsement.

13. Service Provider’s Limits of Liability : IN NO EVENT WILL SERVICE PROVIDER BE LIABLE FOR ANY  INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER’S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID FOR THE SERVICES. THIS SECTION DOES NOT APPLY TO ANY WILFUL MISCONDUCT OF THE SERVICE PROVIDER. 

14. Joint Indemnity : Each party (the “Indemnifying Party”) agrees to indemnify and hold the other  party, its owners, and employees (the “Indemnified Parties”) harmless against liability for personal injury and property damage claims caused by the Indemnifying Party.

15. Notices : All notices required or permitted under this Agreement will be in writing and will be  deemed delivered when delivered in person or by regular US Mail –postage prepaid and addressed to the company at its address of record. Either party may change addresses by providing written notice to the other in the manner listed above.

16. Amendment : This Agreement may be modified or amended at any time if the amendment is  made in writing and is executed by both parties.

17. Miscellaneous : This document contains the entire Agreement of the parties and there are no  other promises or conditions in any other agreement whether oral or written pertaining to the subject matter herein. This Agreement supersedes any prior written or oral agreements between the parties related to the above-described work. If any part of this Agreement is found to be invalid or unenforceable for any reason, the remaining parts shall continue to be valid and enforceable. If a court finds that any part of this Agreement is invalid or unenforceable, but that by limiting such part it would become valid and enforceable, then such part shall be deemed to be written, construed, and enforced as so limited. The failure of either party to enforce any part of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel compliance with this Agreement. The laws of the State of Oregon govern this Agreement without reference to its conflict-of-law provisions.