Business LED Document

Business LED Document

This Business LED Agreement (the Agreement) is made effective as of by and between Provider: and Client: .

Recitals

WHEREAS, Provider is engaged in the design, supply, installation and maintenance of LED lighting systems and associated controls, and holds the expertise, licenses and equipment necessary to perform such services for commercial clients; and

WHEREAS, Client desires to retain Provider to perform LED system services at the project location: (Project), on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, schedule, payment, confidentiality and other terms that will govern the Project.

Scope of Work

Provider shall perform the Work described below and in any attachments incorporated into this Agreement. Provider shall supply materials, labor, equipment, supervision and testing necessary for completion in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Provider the Total Contract Price as set forth below. All amounts are in lawful currency of the United States unless otherwise agreed in writing.

Unless otherwise specified, payments are due within days of invoice. Late payments shall bear interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. Provider may suspend performance if invoices remain unpaid beyond days after written notice.

Term and Termination

The term of this Agreement begins on the Start Date and continues until the Completion Date, unless earlier terminated in accordance with this Section.

Start Date:    Completion Date:

Either party may terminate this Agreement for convenience upon giving days' prior written notice. For material breach, the non-breaching party may terminate if the breaching party fails to cure within days after delivery of written notice describing the breach. Termination shall not relieve Client of the obligation to pay for Work performed or materials ordered prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Recipient) 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 includes pricing, designs, technical data, drawings, software, business plans and customer information.

Recipient shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care that it uses to protect its own confidential information (but no less than reasonable care); (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, subcontractors 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 through no fault of Recipient; (ii) was within Recipient’s possession prior to disclosure as evidenced by written records; (iii) is rightfully received by Recipient from a third party without restriction; or (iv) is independently developed by Recipient without use of the Disclosing Party’s Confidential Information.

Provider may disclose Confidential Information to subcontractors retained for the Project only to the extent necessary for performance, provided Provider remains liable for such subcontractors' compliance. Recipient may disclose Confidential Information if required by law, provided Recipient gives prompt written notice to Disclosing Party and cooperates in seeking protective measures.

  Recipient may disclose Confidential Information to legal, accounting and financial advisors subject to obligations of confidentiality.

Warranties and Limitation of Liability

Provider warrants that materials supplied under this Agreement will be of good merchantable quality and free from material defects at the time of delivery, and that installation will be performed in a workmanlike manner. The foregoing warranty is exclusive and in lieu of all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, except as cannot be disclaimed by applicable law.

Except for wilful misconduct or gross negligence, neither party shall be liable to the other for special, indirect, incidental or consequential damages, and aggregate liability shall be limited to the total amount paid by Client to Provider under this Agreement for the specific Project giving rise to the claim.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for disputes arising under this Agreement.

Entire Agreement

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all its assets. If any provision is held invalid, the remaining provisions shall remain in full force and effect. Time is of the essence with respect to obligations under this Agreement.

Sign Now