Battery Swap Agreement

BATTERY SWAP AGREEMENT

This Battery Swap Agreement (the "Agreement") is entered into as of Effective Date: by and between the parties set forth below.

Parties

Recitals

WHEREAS, Provider owns and operates a battery swap inventory and related equipment for the provision of charged battery units designed for use in Recipient's electric vehicles or equipment; and

WHEREAS, Recipient desires to obtain periodic battery swap services from Provider under the terms and conditions set forth in this Agreement, and Provider agrees to supply such services in accordance with this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to battery swaps, handling, return, maintenance, and payment.

Scope of Work

Provider shall perform battery swap services as described below. Services include exchange of depleted batteries for charged batteries, inspection at the time of swap, and basic logging of serial numbers and condition. Specific operational locations, anticipated swap volumes, and service levels shall be described in the field below and constitute the operative Scope of Work.

Payment Terms

Recipient shall pay Provider for services rendered in accordance with the amounts and schedule set forth below. All amounts are due in U.S. dollars unless otherwise agreed in writing.

Deposit required   Amount:

Unpaid amounts shall accrue interest at the rate of or the maximum lawful rate, whichever is less, calculated monthly. Recipient shall also reimburse Provider for collection costs and reasonable attorneys' fees.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Provider may immediately suspend services if Recipient fails to pay undisputed amounts when due.

Confidentiality

Each party agrees to keep confidential all non-public business, technical and operational information disclosed by the other party that is designated as confidential or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that is independently developed, becomes publicly known other than by breach of this Agreement, or is rightfully received from a third party without restriction.

The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, shall use Confidential Information solely to perform under this Agreement, and shall limit access to those employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Ownership, Risk and Maintenance

Provider retains all right, title and interest in and to batteries, BMS software, and any proprietary components supplied by Provider. Recipient shall use batteries only for their intended purpose and shall not alter or repair batteries except as authorized in writing by Provider. Risk of loss for physical damage to batteries resulting from misuse, negligence, or unauthorized modification shall be borne by Recipient. Normal wear and deterioration under proper use shall remain Provider's responsibility where warranty coverage applies.

Insurance and Compliance

Each party shall maintain insurance adequate to cover its liabilities under this Agreement, including commercial general liability and, where applicable, automobile and workers' compensation insurance. Each party shall comply with applicable laws, regulations, and safety standards governing battery handling, transportation, storage and disposal.

Limitation of Liability and Indemnification

To the fullest extent permitted by law, neither party shall be liable to the other for incidental, consequential, special, or punitive damages arising from this Agreement. Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's negligence or willful misconduct in connection with performance of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any dispute shall be in the appropriate state or federal court located in that state.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment or waiver shall be effective unless made in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and neither party has the authority to bind the other except as expressly set forth in this Agreement.

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