Audit Service Agreement

Inspection, Reporting and Consulting Agreement
This agreement is between you the undersigned Client, and us the
Inspector/Auditor/Consultant pertaining to your Material Handling Equipment. The terms
below govern this Agreement.
1. The fees for our inspection, report, and opinion are set forth in specific terms separately.
See Exhibits A, B, C, D.
2. We will perform a visual inspection of the Material Handling Equipment and provide you
with a written report identifying the condition, discrepancies or defects we (1) observed
and (2) deemed material. The report is only supplementary to any other inspections and
reports in existence.
3. Unless otherwise noted in this Agreement or not possible, we will perform the inspection in
accordance with the current Industry and Manufacturer Standards.
4. Unless otherwise indicated in writing, the Inspection CANNOT be full and exhaustive due to
the limited contact, exposure, and familiarity we have with your equipment.
5. Our inspection and report are for your use only. You give us permission to discuss our
observations with any and all representatives of your entity, owner or other interested
parties. You will be the sole owner of the report and all rights to it. We are not responsible
for use or misrepresentation by third parties, and third parties who rely on it in any way do
so at their own risk and release us (including employees and business entities) from any
liability whatsoever. If you or any person acting on your behalf provide the report to a third
party who then sues you and/or us, you release us from any liability and agree to pay our
costs and legal fees in defending any action naming us. Our inspection and report are in no
way a guarantee or warranty, expressed or implied, regarding the future use, ability to
operate, safety, or sustainability of your equipment or it is components. We disclaim all
warranties, expressed or implied, to the fullest extent allowed by law.
6. We assume no liability for the cost of repair or replacement of unreported or unobserved
defects or deficiencies, either current or arising in the future. In all cases, our liability is
limited to liquidated damages in an amount not greater than the fee you paid us. You waive
any claim for consequential, exemplary, special or incidental damages or loss as the result
of the condition and operation of your equipment. You acknowledge that this liquidated
damages is not a penalty, but that we intend it to: (i) reflect the fact that actual damages
may be difficult or impractical to ascertain; (ii) allocate risk between us; and (iii) enable us
to perform the inspection for the agreed-upon fee.
7. We do not perform engineering, structural, metallurgical, monthly, bi-annual, annual
inspections, or any other job function requiring an occupational license. Lift Auditors are not
responsible for any malfunctions or failures to your equipment during our inspection, or
during any period our Inspectors are on your premises. Lift Auditors are only performing
inspections, therefore we are not responsible for the condition of the equipment prior to
our arrival, nor after our departure. Therefore, we bare no liability as well.

8. If you believe you have a claim against us, you agree to provide us with the following: (1)
written notification of your claim within seven days of discovery in sufficient detail and with
sufficient supporting documents that we can evaluate it; and (2) immediate access to the
premises and the equipment in question. Failure to comply with these conditions releases
us from liability.
9. If you fail to prove any claim against us, you agree to pay all our legal costs, expenses and
attorney’s fees incurred in defending that claim. You agree that the exclusive venue for any
legal action against Lift Auditors itself, allegedly arising out of this Agreement will be in Los
Angeles County, California. Before bringing any such action, you must provide Lift Auditors
with 30 days written notice of the nature of the claim in enough detail and with sufficient
supporting documents that Lift Auditors can evaluate it. In any action against us you waive
trial by jury.
10. Governing Law a) Choice of Law. The laws of the state of California govern this agreement
(without giving effect to its conflicts of law principles). b) Choice of Forum. Both parties
consent to the personal jurisdiction of the state and federal courts in Los Angeles County,
California.
11. If a court declares any provision of this Agreement invalid, the remaining provisions remain
in effect. This agreement represents our entire agreement; there are no terms other than
those set forth herein. All prior discussions are merged into this Agreement. No statement
or promise by us shall be binding unless reduced to writing and signed by one of our
authorized officers. Any modification of this Agreement must be in writing and signed by
you and by one of our authorized officers. This Agreement shall be binding upon and
enforceable by the parties and their heirs, executors, administrators, successors and
assignee’s. You will have no cause of action against us after one year from the date of the
inspection.
12. Past-due fees for your inspection and reporting shall accrue interest at 8% per year. You
agree to pay all costs and attorney’s fees we incur in collecting the fees owed to us. If the
Client is a corporation, LLC, or similar entity, you personally guarantee payment of the fee.
13. If you request a re-inspection and report, the re-inspection and report is subject to the
terms of this Agreement.
14. You may not assign this Agreement.
15. If a court finds any term of this Agreement ambiguous or requiring judicial interpretation,
the court shall not construe that the term against us by reason of the rule that any
ambiguity in a document is construed against the party drafting it. You had the opportunity
to consult qualified counsel before signing this.
16. If there is more than one Client, you are signing on behalf of all of them, and you represent
that you are authorized to do so.
17. This agreement shall become effective when all parties have signed it. The date this
agreement is signed by the last party to sign it (as indicated by the date associated with that
party’s signature) will be deemed the date of this agreement. Unless it is terminated earlier
in accordance with the termination clause, this agreement will continue until the Services
have been successfully completed, and the Consultant, Auditor, Inspector has been paid in
full for those Services. This agreement may be terminated by either party on provision of 15
days’ written notice to the other party, with or without cause. After the termination of this

agreement for any reason, the Client shall promptly pay Lift Auditors for Services rendered
before the effective date of the termination.
18. If you would like a large print version of this Agreement before signing it, you may
request one by emailing us.
I HAVE CAREFULLY READ THIS AGREEMENT, AND I AGREE TI IT AND ACKNOWLEDGE RECEIVING
A COPY OF IT.

EXHIBITS A, B, C, D

Exhibit A. Obtain a Quality Control Opinion
Scope of Work:
A. Free 15 phone consultations. Any email correspondences are subject to same 15-minute
limitations.
B. Consultant will review Service Reports, Planned Maintenance Reports and/or Invoicing
for the purpose of determining if there are valid concerns. The Consultant will then
formulate a verbal or written opinion at the Consultant’s discretion, and any
recommendations for further analysis if necessary. This is strictly an opinion derived
from both verbal and documented information that you the Client supplies. It is
performed off-site, within the Lift Auditors facility. It has no legal and binding qualities.
Compensation:
A. Client bears responsibility and costs of forwarding all materials to be reviewed to Lift
Auditors.
B. Amount of material will determine exact costs. Drafting written opinion is subject to
hourly rate. Consultants rate is: $275 per hour.
C. Follow up phone consultations are available and subject to the same hourly rate.
D. Any email correspondences exceeding the 15-minute free consulting limitations, are
subject to the $275 hourly rate.
Exhibit B. Planned Maintenance Audit
Scope of Work:
A. Free 30-minute phone consultations. Any email correspondences are subset to the
same 30-minute limit.
B. Lift Auditors agrees to provide an Inspector on site to inspect your Material Handling
Equipment. Equipment must readily available and accessible for the inspection. Planned
Maintenance Reports must be provided either prior to, or upon the arrival of the
Inspector. The purpose of this service is to identify any discrepancies in the inspection
and reporting of your current service company, and what the Manufacturer and the

Industry recommends. Inspector will perform visual inspection and critical
measurements. The normal and usual “Pre-Operation” inspection will be
performed. You will provide a certified equipment operator for the purpose of the
operational inspection.
Compensation:
A. Client will be responsible for any expenses associated with travel expenses, car rentals,
lodging and meals for the Inspector to arrive, stay, and return. Exact costs will be
determined based on Client’s location and the number of units to be inspected.
B. Typical rates are: $1385 per day. Travel days are subject to the same rate.
C. Travel and accommodations are at usual and customary Business Class accommodations
and rates.
D. Any email correspondences exceeding the 30-minute free consulting limitations, are
subject to the $275 hourly rate.
E. A retainer fee comparable to the expected travel and expenses charges, as well as one
half of the projected Inspection/Auditing Services fees, will be required before any
Services are performed. All remaining fees are due upon completion of the agreed upon
services.
Exhibit C. Full Fleet Inspection
Scope of Work:
A. Free 30-minute phone consultations. Any email correspondences are subject to the
same 30-minute limit.
B. Lift Auditors agrees to provide an Inspector on site to inspect your Material Handling
Equipment. Your Full Fleet of equipment must readily available and accessible for the
inspection. This inspection is simply a cursory, “walk through” inspection, and can be
accomplished during non-business, non-operational time periods. Planned Maintenance
Reports must be provided either prior to, or upon the arrival of the Inspector.
C. Any email correspondences exceeding the 30-minute free limitations, are subject to the
$275 hourly rate.
Compensation:
A. Client will be responsible for any expenses associated with travel expenses, car rentals,
lodging and meals for the Inspector to arrive, stay, and return. Exact costs will be
determined based on Client’s location and the number of units to be inspected.
B. Typical rates are: $1385 per day. Travel days are subject to the same rate.
C. Travel and accommodations are at usual and customary Business Class accommodations
and rates.
D. Any email correspondences exceeding the 30-minute free consulting limitations, are
subject to the $275 hourly rate.

E. A retainer fee comparable to the expected travel and expenses charges, as well as one
half of the projected Inspection/Auditing Services fees, will be required before any
Services are performed. All remaining fees are due upon completion of the agreed upon
services.
Exhibit D. Receive an Unbiased Assessment
Scope of Work:
A. Free 30-minute phone consultations. Any email correspondences are subject to the
same 30-minute limit.
B. Lift Auditors agrees to provide an Inspector on site to inspect your Preowned
Equipment. Equipment must a recent purchase not exceeding 30 days. Inspector will
perform a visual inspection and critical measurements to determine if the unit is in
compliance with the Manufacturer and Industry standards for Operational Safety ONLY.
No opinion will be formulated or given for wear and tear items, or items that fall under
recommend maintenance schedules. Those items are at the Seller’s desecration, and are
bound by the expressed, or implied warranties if any are in existence.
C. A written report will be supplied upon completion of the inspection.
Compensation:
A. Client will be responsible for any expenses associated with travel expenses, car rentals,
lodging and meals for the Inspector to arrive, stay, and return. Exact costs will be
determined based on Clients location and the number of units to be inspected.
B. Typical rates are: $1385 per day. Travel days are subject to the same rate.
C. Travel and accommodations are at usual and customary Business Class accommodations
and rates.
D. Any email correspondences exceeding the 30-minute free consulting limitations, are
subject to the $275 hourly rate.
E. A retainer fee comparable to the expected travel and expenses charges, as well as one
half of the projected Inspection/Auditing Services fees, will be required before any
Services are performed. All remaining fees are due upon completion of the agreed upon
services.