Battery Usage Memo

BATTERY USAGE MEMO

This Battery Usage Memo (Memo) is entered into by and between Provider Name: and Recipient Name: . Effective Date: .

WHEREAS

WHEREAS, Provider is the owner or authorized custodian of rechargeable batteries and related charging equipment described herein and maintains records of battery allocation, maintenance, and cycle count;

WHEREAS, Recipient requires temporary use of Provider's batteries to power Recipient's equipment for operational purposes and agrees to comply with Provider's handling, charging, safety, and reporting procedures; and

WHEREAS, the parties desire to document the scope of battery usage, payment and reimbursement terms, allocation of risk, and confidentiality obligations in accordance with the terms set forth below.

SCOPE OF WORK

Provider will authorize Recipient to use the following batteries and related equipment under the conditions described in this Memo. Recipient shall use the batteries only for the purposes expressly authorized and in compliance with all handling and safety procedures supplied by Provider.

PAYMENT TERMS

Recipient shall reimburse Provider for battery usage, maintenance, and any required replacement according to the schedule below. All amounts are stated in United States dollars unless otherwise indicated.

TERM AND TERMINATION

This Memo commences on the Start Date and shall continue in effect until the End Date unless earlier terminated in accordance with this section.

Either party may terminate this Memo for material breach by the other party if such breach is not cured within the notice period specified above. Provider may also immediately suspend battery supply if safety or regulatory concerns arise.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence all non-public information disclosed by the other party (Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Receiving Party shall not use Confidential Information except to perform its obligations under this Memo and shall not disclose it to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach by Receiving Party; (ii) was rightfully in Receiving Party’s possession prior to disclosure; (iii) is rightfully received by Receiving Party from a third party without restriction; or (iv) is independently developed without use of Confidential Information. The obligations of confidentiality shall survive termination of this Memo for .

GOVERNING LAW

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

ENTIRE AGREEMENT

This Memo, including any attachments or written instructions incorporated herein, 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. Any amendment to this Memo must be in writing and signed by authorized representatives of both parties.

The parties further agree that monetary damages may be an inadequate remedy for breach of the confidentiality or safety provisions of this Memo and that the Disclosing Party shall be entitled, in addition to any other remedies available at law or in equity, to seek injunctive relief to prevent or curtail any actual or threatened breach.

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