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Signature
<br />Service
<br />under any circumstance. The parties agree that the terms and conditions contained herein will exclusively
<br />govern the services to be provided.
<br />MATERIAL BREACH BY CUSTOMER
<br />Failure to pay any sum due by you within sixty (60) days will be considered a material breach under this
<br />Contract. You agree to pay a late charge from the date such sums become due of one and one-half
<br />percent (1.5%) per month (18% per annum), or the highest legally permitted rate, whichever is less, on any
<br />balance past due for more than thirty (30) days, together with all costs (including, but not limited to, legal
<br />fees) incurred by us to collect any overdue amounts. In addition, the following events shall constitute a
<br />material breach of your obligations under this Contract: (1) failure to notify Otis of a dangerous condition
<br />or malfunction, or for a Unit that has a dangerous condition or is malfunctioning, to take the unit out of
<br />service; (2) failure to provide unrestricted and safe access to all areas of the building in which any part of
<br />the Units are located; (3) failure to provide a safe workplace or failure to adhere to our safety requirements;
<br />(4) failure to remove hazardous waste; (5) failure to adhere to lock-out/tag-out procedures; (6) failure to
<br />upgrade, improve or modernize the Units if Otis reasonably determines that such Units are unsafe to
<br />employees, inspectors or the riding public without such upgrades, improvements or modernization; and/or
<br />(7) failure to correct Elevator Code violations. In the event of a material breach by you, Otis shall be entitled
<br />to immediately suspend the affected Units or terminate service without prejudice to Otis, at its sole discretion.
<br />TERMINATION FOR CUSTOMER'S BREACH
<br />If this Contract is terminated for your material breach or for any reason other than our own default, you
<br />agree to immediately pay as liquidated damages, fifty percent (50%) of the remaining amount due under
<br />the current term of this Contract. The parties agree that quantifying Otis' losses arising from your material
<br />breach or premature termination would be difficult and uncertain, and further agree that the agreed upon
<br />formula is not a penalty, but rather a reasonable measure of Otis' damages which are based on Otis'
<br />experience in the elevator service industry and the losses that may result from such premature termination
<br />or material breach of this Contract.
<br />TERMINATION
<br />Either party may terminate this Contract at any time by providing 90 days written notice.
<br />TERMINATION FOR BREACH BY US
<br />You may by written notice to Otis, terminate the Contract if Otis materially fails to perform any of our
<br />substantive obligations under the Contract, and does not cure such failure within ninety (90) days after
<br />receipt of such written notice from you specifying in detail such failure. In the event of a material uncured
<br />breach of our obligations hereunder, your remedy will be limited to the amount of payments actually made
<br />in accordance with this Contract during the twelve (12) months prior to such breach.
<br />NOTICE OF TRANSFER OF INTEREST IN PROPERTY
<br />You agree to notify us if the property is sold, there is a transfer of ownership or if there is a change in
<br />management of the property. You also agree to advise the new owner, manager or transferee of the
<br />existence of this maintenance contract including its terms and obligations. You agree to undertake best
<br />efforts to assign the contract to the new owner or successor of the building.
<br />FORCE MAJEURE
<br />Otis shall not be liable for any loss, damage or delay due to any cause beyond our reasonable control
<br />including, but not limited to, acts of government, strikes, lockouts, other labor disputes, fire, explosion, theft,
<br />floods, water damage, weather damage, extreme weather, traffic conditions, epidemic, pandemic,
<br />quarantine (including Covid-19), sabotage, national emergency, act of terrorism, earthquake, riot, civil
<br />commotion, war or insurrection, vandalism, misuse, abuse, mischief, or acts of God or nature.
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