DTE Service Contract

DTE Service Contract

This DTE Service Contract (the "Contract") is entered into as of Effective Date: by and between Provider Name: with principal address and Client Name: with principal address .

RECITALS

WHEREAS, Provider is engaged in the business of supplying, installing, maintaining and servicing energy-related equipment and related services, and represents that it possesses the experience, personnel, permits and insurances required to perform the Services described below; and

WHEREAS, Client desires to retain Provider to perform the Services at the Client's facilities identified above under the terms and conditions set forth in this Contract; and

WHEREAS, the parties intend that Provider perform the Services in a manner consistent with industry standards and in compliance with applicable laws and regulations.

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

1. DEFINITIONS

1.1 "Services" means the work, labor, materials, testing, commissioning and other activities described in Section 2 and in Schedule A: Services Description, to be performed by Provider for Client under this Contract.

1.2 "Deliverables" means all reports, plans, data, software, documentation and other tangible or intangible items to be delivered to Client as specified in Schedule A.

2. SCOPE OF SERVICES

Provider shall perform the Services set forth in Schedule A attached hereto and incorporated herein. Services shall include, without limitation, site assessment, installation, preventive maintenance, repair, testing and commissioning necessary for the proper operation of the equipment identified in Schedule A.

3. TERM

3.1 Term. The term of this Contract shall commence on Commencement Date: and shall continue for a period of months unless earlier terminated in accordance with Section 12.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth below and in Schedule B: Fee Schedule. Unless otherwise stated, all fees are exclusive of applicable taxes.

4.2 Payment Terms. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less.

5. CHANGE ORDERS

Any change to the scope of Services shall be documented in a written Change Order signed by authorized representatives of both parties. The Change Order shall describe the change, any adjustment to the schedule, and any increase or decrease in the fees. Provider shall not be required to proceed with any changed work until the Change Order is signed.

6. CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not use such information except as necessary to perform its obligations under this Contract. Confidential Information does not include information that is or becomes generally known to the public through no breach by the receiving party or that is independently developed by the receiving party without use of the disclosing party's Confidential Information.

7. WARRANTIES AND DISCLAIMER

Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in this Contract, Provider disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

8. INDEMNIFICATION

Provider shall indemnify and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses arising out of Provider's negligent acts, omissions or willful misconduct in the performance of the Services; provided, however, that Provider shall not be liable for claims arising from Client's negligence or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS CONTRACT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS CONTRACT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INSURANCE

Provider shall maintain and furnish evidence of insurance coverage in types and amounts customary for the industry, including commercial general liability with limits of not less than per occurrence, employer's liability and automobile liability as applicable. Certificates shall name Client as an additional insured to the extent of Provider's liability.

11. COMPLIANCE WITH LAW

Provider shall perform the Services in compliance with all applicable federal, state and local laws, regulations, codes and ordinances, including but not limited to environmental, safety and labor regulations. Provider shall obtain and maintain all permits, licenses and approvals required to perform the Services.

12. TERMINATION

12.1 Termination for Convenience. Either party may terminate this Contract for convenience upon days' prior written notice to the other party.

12.2 Termination for Cause. Either party may terminate this Contract for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

13. NOTICES

All notices, requests, consents and other communications required or permitted under this Contract shall be in writing and delivered by hand, certified mail (return receipt requested) or nationally recognized overnight courier to the addresses set forth below or such other address as either party may designate in writing:

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. No amendment or modification to this Contract shall be effective unless in writing and signed by authorized representatives of both parties.

14.2 Waiver. The failure of either party to exercise any right or remedy under this Contract shall not constitute a waiver of that right or remedy unless in a writing signed by the waiving party.

14.3 Counterparts. This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the state specified for governing law: without regard to its conflict of law principles.

15.2 Entire Agreement. This Contract, including all Schedules and Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

15.3 Severability. If any provision of this Contract is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

16. MISCELLANEOUS PROVISIONS

16.1 Assignment. Neither party may assign this Contract or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Contract in connection with a merger, acquisition or sale of substantially all of its assets.

16.2 Relationship of the Parties. The parties are independent contractors and nothing in this Contract shall create an agency, partnership, joint venture or employment relationship between the parties.

SIGNATURES

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