Industrial Power Automation Agreement

INDUSTRIAL POWER AUTOMATION AGREEMENT

This Industrial Power Automation Agreement (the Agreement) is made and entered into as of Effective Date: Day: Month: Year: by and between Contractor Name: located at

and Client Name: located at

WHEREAS

WHEREAS, the Client operates industrial facilities requiring design, programming, installation and commissioning of power automation systems for the project identified as Project Name: located at Location: ;

WHEREAS, the Contractor represents that it has the experience, personnel and technical capability to deliver automation hardware, control software, field instrumentation integration, and commissioning services in accordance with industry standards and applicable codes;

WHEREAS, the Parties desire to set forth the terms, scope and payment for the Contractor's performance under this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Price:

Invoices shall be submitted in writing and are due Net: days from receipt. Late payments shall bear interest at a rate of or the maximum allowed by law, whichever is less. In addition, the Contractor may suspend performance for unpaid, undisputed invoices after days' written notice.

TERM AND TERMINATION

Term Commencement Date: Day: Month: Year: .

Term Expiration Date: Day: Month: Year: .

Either Party may terminate this Agreement for convenience upon days' prior written notice. Either Party may terminate for cause if the other Party materially breaches any obligation and fails to cure within days after written notice of such breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public technical, commercial and business information disclosed by one Party (Discloser) to the other Party (Recipient), including system designs, control logic, source code, test results, pricing and customer data. Confidential Information does not include information that is (a) already known to Recipient without restriction, (b) independently developed by Recipient, (c) rightfully received from a third party without confidentiality obligation, or (d) becomes publicly available without breach.

Obligations: Recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees, contractors and agents who have a need to know and are bound to protect the information, and (iii) use at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care. Recipient shall not disclose Confidential Information to competitors or use it to compete with Discloser.

Duration: The confidentiality obligations shall survive termination or expiration of this Agreement for a period of five (5) years, except for trade secrets which shall be protected for so long as such information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY

Ownership: Unless expressly provided otherwise in a written amendment signed by both Parties, Contractor retains ownership of pre-existing intellectual property, proprietary software tools, libraries and algorithms. Deliverables specifically developed for the Client under this Agreement will be assigned to the Client upon full payment, except for Contractor's underlying tools, templates and generic software modules for which Contractor grants Client a nonexclusive, perpetual, worldwide license to use within its facilities.

WARRANTIES; LIMITATIONS

Warranty: Contractor warrants that for a period of months following acceptance, deliverables will materially conform to the specifications set forth in the Scope of Work. Contractor's sole obligation during the warranty period shall be to repair or replace nonconforming items at Contractor's expense.

Limitation of Liability: Except for liability arising from gross negligence or willful misconduct, neither Party shall be liable for consequential, incidental, punitive or special damages. The aggregate liability of either Party for claims arising out of or related to this Agreement shall not exceed the total amount paid by Client to Contractor under this Agreement.

CHANGE ORDERS

All changes to the Scope of Work shall be made only by written Change Order signed by authorized representatives of both Parties. Each Change Order shall specify any adjustments to price, schedule and acceptance criteria. Contractor shall not be required to perform out-of-scope work without an executed Change Order.

COMPLIANCE; SAFETY

Contractor shall comply with all applicable laws, codes, regulations and site safety rules. Contractor shall maintain all required permits, licenses and insurance coverages and shall provide certificates upon Client request. Contractor shall ensure that personnel are trained for work on energized equipment where applicable.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of State or Jurisdiction: without regard to choice-of-law principles. The Parties shall first attempt to resolve disputes through good faith negotiations. If unresolved within 30 days, disputes shall be submitted to binding arbitration in the agreed venue unless the Parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including all attachments and executed Change Orders, constitutes the entire agreement between the Parties and supersedes all prior negotiations, proposals and representations, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

MISCELLANEOUS

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