E-Mobility Services Agreement

E-Mobility Services Agreement

This E-Mobility Services Agreement ("Agreement") is entered into as of by and between Service Provider: , with principal address ; and Client: , with principal address .

WHEREAS

WHEREAS, Service Provider designs, supplies, installs, operates and maintains electric vehicle charging infrastructure, related hardware and software, and associated services (collectively "Services"); and

WHEREAS, Client desires to procure the Services for the location(s) designated in this Agreement and Provider is willing to provide the Services subject to the terms and conditions set forth herein.

1. SCOPE OF WORK

Provider shall perform the Services described below at the Site(s). Services include supply, installation, commissioning, software integration, monitoring, preventive maintenance, and repair as further specified in the scope of work.

2. PAYMENT TERMS

As consideration for the Services, Client shall pay Provider the fees set forth in this section. Unless otherwise stated, all amounts are in U.S. dollars and payable as provided below.

Payments are due within days of invoice receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3. TERM AND TERMINATION

The term of this Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Provider may suspend Services immediately if Client fails to pay undisputed amounts when due.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is marked confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) use it only to perform obligations under this Agreement; and (c) not disclose it to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations do not apply to information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, is independently developed, or is required to be disclosed by law or valid order of a court or governmental authority (provided the disclosing party gives prompt notice to the other party where legally permissible).

5. DATA, SOFTWARE, AND INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to any software, firmware, diagnostics, analytics, know-how and intellectual property developed or provided by Provider in connection with the Services. Provider grants Client a non-exclusive, non-transferable license to use software solely for Client's internal use during the Term. Client retains ownership of data generated by Client's use of the Services; Provider shall maintain and handle such data in accordance with applicable law and the confidentiality provisions of this Agreement.

6. WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Provider warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for willful misconduct or gross negligence, neither party's aggregate liability for claims arising out of or related to this Agreement shall exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

Client shall indemnify, defend and hold harmless Provider from and against any third-party claims arising from Client's misuse of the equipment, Client's modifications, or Client's violation of applicable law. Provider shall indemnify Client for claims arising from Provider's gross negligence or willful misconduct in performance of the Services.

7. COMPLIANCE; PERMITS

Each party shall comply with applicable laws, codes and regulations in the performance of its obligations. Client is responsible for obtaining and maintaining any site access permissions, permits, easements or landlord consents required for installation and operation of the charging infrastructure unless otherwise agreed in writing.

8. INSURANCE

During the Term, Provider shall maintain commercial general liability insurance and workers' compensation as required by law. Upon request, Provider shall furnish certificates evidencing such insurance. Client is responsible for property insurance covering Client-owned equipment and site-specific liability exposures.

9. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good faith negotiation; if unresolved, disputes shall be resolved by binding arbitration under the commercial arbitration rules agreed by the parties.

10. ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules referenced herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

11. NOTICES

12. MISCELLANEOUS

The parties are independent contractors. Nothing in this Agreement creates an employment, joint venture or agency relationship. If any provision of this Agreement is held unenforceable, the remainder shall continue in full force and effect. Headings are for convenience only and do not affect interpretation.

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