E-Mobility Agreement

E-Mobility Agreement

This E-Mobility Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider develops, supplies and/or installs electric vehicle charging hardware, software, and ancillary services related to e-mobility infrastructure ("Services");

WHEREAS, Client desires to obtain from Provider certain Services to support Client's electric vehicle charging objectives at the locations identified in this Agreement; and

WHEREAS, the parties intend to define the scope, payment terms, and operational responsibilities associated with the provision, maintenance, and use of e-mobility equipment and services.

Scope of Work

Provider shall perform the Services described below at the locations and in accordance with the specifications and timeline set forth in this Section and any attachments incorporated by reference. The Services shall include installation, commissioning, software integration, training and first-year maintenance unless otherwise agreed in writing.

Payment Terms

Client shall pay Provider for the Services as set forth below. All amounts are payable in the currency specified and exclusive of taxes unless otherwise stated. Invoices shall be paid in accordance with the schedule below and are due in full when due.

Late Payment: Unpaid amounts shall accrue interest at a rate of % per month (or the maximum permitted by law), plus a late fee of . Provider may suspend performance for non-payment after providing written notice in accordance with the Notice provision below.

Term and Termination

Term: This Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Cause: 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 receipt of written notice describing the breach.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Upon termination, Client shall pay Provider for Services performed and reasonable costs incurred through the effective date of termination.

Confidentiality

Each party (Recipient) shall hold in strict confidence all Confidential Information disclosed by the other party (Discloser). "Confidential Information" means non-public business, technical, financial and operational information disclosed in connection with this Agreement. Recipient shall not disclose or use Confidential Information except as necessary to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement by Recipient; (b) was known to Recipient prior to disclosure as shown by Recipient's written records; (c) is received from a third party having a lawful right to disclose; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Permitted Disclosures: Recipient may disclose Confidential Information where required by valid legal process, provided Recipient gives prompt written notice to Discloser and cooperates with reasonable efforts to limit disclosure or obtain confidential treatment.

Survival: The confidentiality obligations of the parties shall survive termination or expiration of this Agreement for a period of years.

Liability and Insurance

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, and aggregate liability shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to liability.

Insurance: Provider shall maintain, at its expense, commercial general liability and professional liability insurance sufficient to cover its obligations under this Agreement. Upon request, Provider shall provide certificates evidencing such insurance.

Operational Responsibilities

Installation and Access: Client shall provide Provider reasonable access to the installation locations, utilities, and any permits or approvals required for Provider to perform the Services. Client is responsible for site readiness as described in the Scope of Work.

Maintenance and Updates: Provider shall perform maintenance and provide software updates as set forth in the Scope of Work and any applicable maintenance schedule. Emergency service response times and service-level obligations shall be those expressly agreed in this Agreement.

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 courts located in that State for disputes arising under this Agreement, unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, including the Scope of Work and any attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may subcontract performance to qualified subcontractors provided Provider remains responsible for the acts and omissions of its subcontractors.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other. Notices are effective upon personal delivery, recognized overnight courier, or three (3) business days after deposit in the mail, postage prepaid.

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