Hydro Agreement

HYDRO AGREEMENT

This Hydro Agreement (the Agreement) is entered into as of (Effective Date) by and between Provider Name: with principal address: and Client Name: with principal address: .

RECITALS

WHEREAS, Provider owns and operates hydroelectric and water utility services, equipment, and associated infrastructure and possesses expertise in the design, maintenance, operation, and supply of hydro-related services; and

WHEREAS, Client requires hydro services described in this Agreement, including but not limited to water supply management, treatment, distribution oversight, system maintenance, and related operational support at locations specified by Client; and

WHEREAS, the parties wish to set forth the terms under which Provider will perform the services and Client will compensate Provider.

SCOPE OF WORK

Provider shall furnish all labor, materials, equipment, supervision, permits, testing, and reporting necessary to perform the services identified above in a professional and workmanlike manner in accordance with industry standards. Provider shall comply with all applicable environmental, health, and safety laws and shall maintain records of performance and monitoring as reasonably requested by Client.

PAYMENT TERMS

Invoices shall be submitted by Provider in accordance with the Payment Schedule. Client shall pay undisputed invoice amounts within days of receipt. Disputed items must be notified in writing within ten (10) days of invoice receipt and the parties shall use good faith efforts to resolve any disputes.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, and Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider to collect overdue amounts. Late fee:

Unless otherwise stated, amounts are exclusive of taxes. Client shall be responsible for all sales, use, consumption, or other taxes imposed on the transactions under this Agreement, unless Provider is required by law to collect such taxes and provides proper documentation of exemption.

TERM AND TERMINATION

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 convenience upon written notice delivered days prior to the effective date of termination. Either party may terminate for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary, or confidential information disclosed by one party to the other, whether oral, written, or electronic, and includes technical data, designs, specifications, financial information, customer information, and operational procedures. Each receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

The obligations in this section shall survive termination or expiration of this Agreement for a period of five (5) years, except with respect to trade secrets, for which the obligations shall continue for as long as such information remains a trade secret under applicable law.

NOTICES

All notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate in writing.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of or in connection with this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, or agency relationship.

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