Contract Installation Amendment

CONTRACT INSTALLATION AMENDMENT

This Contract Installation Amendment ("Amendment") is made as of by and between ("Contractor") and ("Client"). The Contractor and the Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, the Parties entered into an agreement entitled dated (the "Original Agreement");

WHEREAS, the Parties now wish to amend the Original Agreement to revise and expand the installation scope, schedule, and compensation for the installation work described herein; and

WHEREAS, the Parties desire that the terms and conditions of the Original Agreement remain in full force and effect except as expressly modified by this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. AMENDMENT TO AGREEMENT

1.1 Amendment. The Parties hereby amend the Original Agreement solely to the extent set forth in this Amendment. Except as expressly modified by this Amendment, all terms and conditions of the Original Agreement remain unchanged and in full force and effect. This Amendment modifies the Original Agreement effective as of the Effective Date set forth above.

2. DEFINITIONS

2.1 Capitalized terms used but not defined in this Amendment have the meanings given in the Original Agreement. For purposes of this Amendment, the following definitions apply:

"Installation" means the installation services, materials, labor, testing and commissioning described in Section 3 (Scope of Amended Installation).

"Change Order" means a written document signed by the Parties authorizing additions to, deletions from, or other modifications to the Installation work or Contract Price as provided in Section 4.

3. SCOPE OF AMENDED INSTALLATION

3.1 Description. Contractor shall perform the Installation in accordance with the specifications, drawings and requirements set forth below and in the Original Agreement, except as expressly modified by this Amendment. The amended scope is set forth below:

4. CHANGE ORDERS

4.1 Procedure. Any change to the Installation scope, schedule, price or other material term shall be effectuated only by a written Change Order executed by authorized representatives of both Parties. A Change Order shall describe the change, the adjustment (if any) to the Contract Price, and any adjustment to the schedule.

5. PRICE AND PAYMENT

5.1 Amended Contract Price. In full consideration of the performance of the Installation described in this Amendment, the Contract Price is hereby amended to:

6. SCHEDULE

6.1 Amended schedule. The Parties agree the Installation shall commence on or about and shall achieve substantial completion on or before , subject to adjustments for Change Orders and Force Majeure as provided in the Original Agreement.

7. WARRANTIES

7.1 Contractor warrants that the Installation will be performed in a good and workmanlike manner and will conform to the specifications set forth in this Amendment for a period of months from the date of Substantial Completion, subject to the Original Agreement's warranty provisions. Remedies for breach of warranty shall be as set forth in the Original Agreement, unless otherwise stated herein.

8. INDEMNIFICATION

8.1 Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's gross negligence or willful misconduct in connection with the performance of the Installation.

9. INSURANCE

9.1 During performance of the Installation, Contractor shall maintain insurance coverage consistent with the Original Agreement and as set forth below or as otherwise agreed:

10. TERMINATION

10.1 Termination for Cause. Either Party may terminate this Amendment for material breach by the other Party if the breaching Party fails to cure such breach within days after written notice of such breach, subject to the rights and remedies in the Original Agreement.

11. NOTICES

11.1 All notices required or permitted under this Amendment shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by written notice to the other Party).

12. GOVERNING LAW

12.1 This Amendment shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Amendment, together with the Original Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating to the subject matter of this Amendment.

13.2 Severability. If any provision of this Amendment is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 Amendment and Waiver. No amendment to this Amendment shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any default, breach or right shall be effective unless in writing signed by the Party granting the waiver.

14.2 Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

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