Add-on Panel Agreement

ADD-ON PANEL AGREEMENT

Parties and Effective Date

This Add-on Panel Agreement (the Agreement) is entered into as of (Effective Date) by and between the parties identified above: Client and Provider.

WHEREAS

WHEREAS, Provider is engaged in the business of manufacturing, supplying, and installing electrical and equipment panels and related components, and has expertise and capability to provide the add-on panel described in this Agreement; and

WHEREAS, Client desires to engage Provider to supply and install one or more add-on panels at the Client's premises located at , subject to the terms and conditions set forth herein; and

WHEREAS, Provider represents that it will perform the work in a professional manner consistent with industry standards and in compliance with applicable laws and codes.

Scope of Work

Provider shall furnish all labor, materials, equipment, permits and supervision necessary to supply and, if applicable, install the add-on panel(s) described below. Work shall conform to the specifications and performance criteria set forth in this Agreement and any attachments incorporated by reference.

Payment Terms

Client shall pay Provider the total sum as compensation for the Work as set forth below. All amounts are payable in United States currency unless otherwise agreed in writing.

Any undisputed amount not paid within days after the due date shall incur a late fee of percent per month on the overdue balance, compounded monthly or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on and shall continue until completion of the Work or until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within 30 days after receipt of written notice of breach. Termination shall not relieve Client of the obligation to pay for Work performed and materials ordered to the date of termination.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may obtain confidential or proprietary information of the other party. "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as necessary to perform the Work and with the other party's prior written consent; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information shall not include information that is or becomes publicly available through no wrongful act of the receiving party, independently developed by the receiving party, or rightfully received from a third party without breach of obligation.

Warranties and Limitation of Liability

Provider warrants that materials supplied under this Agreement will be free from material defects for a period of from the date of completion. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID UNDER THIS AGREEMENT.

Indemnification

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) to the extent resulting from Indemnitor's negligent acts or willful misconduct in connection with the performance of this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, by certified mail, return receipt requested, or by a nationally recognized courier service to the addresses set forth in this Agreement or to such other address as either party may designate by notice to the other.

Governing Law; Entire Agreement; Amendment

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties below without regard to conflict of law principles. The parties may specify a governing state here:

This Agreement, including any attachments and exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be unenforceable, invalid or void, such provision shall be modified to the minimum extent necessary to make it enforceable; the remaining provisions shall remain in full force and effect.

Acceptance and Execution

The parties acknowledge that they have read and understood this Agreement and that the persons signing below are authorized to execute this Agreement on behalf of their respective parties.

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