Business Lighting Agreement

Business Lighting Agreement

This Business Lighting Agreement (this Agreement) is made effective as of (Effective Date), by and between Client Name: , whose principal place of business is , and Contractor Name: , whose principal place of business is .

RECITALS

WHEREAS, Client operates a commercial business requiring lighting services, retrofit, maintenance, or new installation to improve illumination, energy efficiency, and code compliance; and

WHEREAS, Contractor is duly qualified and experienced in the design, supply, installation and testing of commercial lighting systems and represents that Contractor holds all licenses, permits and insurance required to perform the Work described herein; and

WHEREAS, Client desires to engage Contractor to perform the lighting design, supply and installation services on the terms and conditions set forth in this Agreement, and Contractor agrees to perform such services for Client.

SCOPE OF WORK

Project site(s):

PAYMENT TERMS

All amounts are payable in United States Dollars. Contractor may suspend performance if payments are not made when due following ten (10) calendar days' written notice, and Contractor shall be entitled to recover any costs incurred as a result of suspension or delay.

TERM AND TERMINATION

Term start date: . Term end date: .

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the desired termination date. For material breach, the non-breaching party shall provide written notice and the breaching party shall have days to cure before termination for breach may be effected.

Upon termination, Client shall pay Contractor for all Work performed and materials ordered up to the effective date of termination, together with any reasonable demobilization costs.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other party that is designated as confidential or that, by its nature, should reasonably be considered confidential ("Confidential Information"). Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction on disclosure; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information only to perform its obligations under this Agreement, shall protect that information with the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care), and shall restrict disclosure to employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

INSURANCE; INDEMNIFICATION; WARRANTY

Contractor shall maintain, at its expense, commercial general liability insurance and workers' compensation insurance as required by applicable law and sufficient to cover Contractor's obligations under this Agreement. Contractor shall indemnify and hold harmless Client from and against claims, damages and liabilities arising out of Contractor's negligent acts or omissions in performance of the Work.

Contractor warrants that materials and workmanship furnished under this Agreement will be free from defects for a period of from completion, subject to manufacturer warranties and ordinary wear and tear.

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 rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits, attachments and accepted change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, oral or written. No amendment shall be binding unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

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