Business Lighting Solutions

BUSINESS LIGHTING SOLUTIONS SERVICE AGREEMENT

This Service Agreement ("Agreement") is made as of Effective Date: by and between Provider Name: (hereinafter "Provider") and Client Name: (hereinafter "Client").

WHEREAS

WHEREAS Provider is engaged in the business of providing commercial lighting design, supply, installation and maintenance services, including but not limited to LED retrofit installations, controls integration, and post-installation maintenance; and

WHEREAS Client desires to retain Provider to perform certain lighting services at Client facilities in accordance with the terms and conditions contained in this Agreement; and

WHEREAS the parties desire to set forth their respective obligations, payment terms, and remedies in writing to avoid ambiguity and protect confidential information and business interests.

SCOPE OF WORK

Provider shall perform the services described below (the "Services") at the locations identified by Client. Provider will perform Services in a professional manner in accordance with industry standards. Projected Start Date: . Anticipated Completion Date: .

Deliverables shall include, without limitation, procurement of specified fixtures and controls, installation labor, commissioning, and one final acceptance walk-through. Any change in scope shall be documented in a written change order signed by both parties and may affect the Contract Price and schedule.

PAYMENT TERMS

Total Contract Amount: $. Client agrees to pay Provider in accordance with the schedule below. Provider will invoice Client for amounts due, and all invoices are payable within days of invoice date unless otherwise stated.

Late Payment: Any undisputed amount not paid when due shall accrue a late fee of % per month (or the maximum allowed by law, if less) on the outstanding balance until paid. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts.

Taxes and Expenses: Unless otherwise agreed, Client shall be responsible for applicable sales, use, excise, or other taxes and for any reasonable out-of-pocket expenses incurred by Provider in connection with the Services, evidenced by receipts when requested.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue 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 days after written notice. Either party may terminate for convenience upon providing days' prior written notice; in such event Client shall pay Provider for all Services performed and non-cancellable commitments incurred through the effective date of termination, plus a reasonable termination fee where applicable.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public business, technical or financial information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement, whether disclosed orally or in writing, and identified at the time of disclosure as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Obligations: Recipient shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that: (a) is or becomes generally known to the public through no breach by Recipient; (b) was lawfully known to Recipient prior to disclosure; (c) is received from a third party free to disclose; or (d) is independently developed by Recipient without use of Confidential Information. The obligations herein survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

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. Exclusive venue for disputes shall be in the state or federal courts located in that State, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement 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 Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under 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 of its assets.

Indemnity: Each party shall indemnify and hold harmless the other from claims, liabilities, losses or expenses arising from its negligence or willful misconduct in performing this Agreement, except to the extent caused by the other party's negligence or willful misconduct.

NOTICES

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