Battery Service Agreement

BATTERY SERVICE AGREEMENT

Service Provider Name:

Service Provider Address:

Client Name:

Client Address:

Recitals

WHEREAS, Service Provider is engaged in the business of inspection, maintenance, repair and replacement of industrial and commercial batteries and related equipment; and

WHEREAS, Client owns or operates battery systems located at the premises identified below and desires to retain Service Provider to perform the services described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as of the Effective Date: Effective Date:

Scope of Work

Service Provider shall perform inspection, preventive maintenance, testing, repair and replacement services for Client's battery systems (the "Services") at the Service Location specified below, in accordance with industry standards and the terms of this Agreement.

Lead-Acid    Lithium-Ion    NiMH    Other:

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. Unless otherwise agreed in writing, payment shall be due pursuant to the schedule specified.

If Client fails to pay any undisputed amount when due, Client shall pay interest on the overdue amount at the lesser of (i) % per month or (ii) the maximum rate permitted by law. Service Provider may suspend Services for accounts delinquent beyond ten (10) days following written notice.

All fees are exclusive of taxes. Client is responsible for sales, use, excise and other taxes applicable to the Services, excluding taxes based on Service Provider's net income.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, will continue until End Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Either party may also terminate for convenience upon days' prior written notice to the other party; in such event Client shall pay for Services performed and materials committed through the effective date of termination and reasonable demobilization costs.

Confidentiality

"Confidential Information" means non-public business, technical, operational, safety, maintenance and financial information disclosed by one party to the other in connection with this Agreement. Receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is received from a third party without breach of an obligation of confidentiality; or (c) is independently developed without use of the other party's Confidential Information. If disclosure is compelled by law, receiving party shall provide prompt notice when legally permitted and disclose only that portion required.

Liability, Warranty and Indemnity

Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with applicable industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party's aggregate liability to the other arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, special, punitive or incidental damages except for liability arising from gross negligence or willful misconduct.

Client shall indemnify, defend and hold harmless Service Provider from third-party claims arising from Client's misuse of equipment or failure to follow Service Provider's safety recommendations, except to the extent such claims are caused by Service Provider's gross negligence or willful misconduct.

Notices

Notices under this Agreement shall be in writing and delivered to the contact information of the parties set forth below or to any other address designated by a party in writing. Notices shall be deemed given when received.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Entire Agreement

This Agreement, together with any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or waiver of any provision shall be effective unless in writing and signed by both parties.

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