Installation Performance Agreement

INSTALLATION PERFORMANCE AGREEMENT

This Installation Performance Agreement ("Agreement") is entered into as of Effective Date: by and between Contractor Name: and Client Name: .

RECITALS

WHEREAS, Contractor is engaged in the business of supplying, installing and commissioning the equipment and performing services described below; and

WHEREAS, Client desires to retain Contractor to perform installation services at the Installation Location and Contractor agrees to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that installation performance obligations, acceptance testing, payment terms and remedies for non-performance be set forth in this Agreement.

SCOPE OF WORK

Contractor shall furnish all labor, materials, tools, equipment and supervision necessary to complete the installation described below in accordance with the performance standards and schedule specified in this Agreement.

SCHEDULE AND MILESTONES

Contractor shall commence work no later than Commencement Date: and shall achieve Substantial Completion by: , subject to adjustments for approved change orders and excusable delays.

PAYMENT TERMS

Client shall pay Contractor the Total Contract Price set forth below in accordance with the payment schedule. All amounts are stated in U.S. dollars.

Late payments shall accrue interest at a rate of per month on the unpaid balance, and Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Contractor in collecting overdue sums.

TERM AND TERMINATION

Term: This Agreement shall commence on Commencement Date: and shall continue until the earlier of Final Acceptance or End Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within after receiving written notice. Client may terminate for convenience upon prior written notice and subject to payment for work performed and reasonable demobilization costs.

PERFORMANCE REMEDIES; LIQUIDATED DAMAGES

If Contractor fails to achieve Substantial Completion by the Substantial Completion Date for reasons within Contractor's control, Contractor shall pay liquidated damages in the amount of for each calendar day of delay, provided that such damages represent a reasonable estimate of actual harm and are the parties' exclusive remedy for delay except for Contractor's gross negligence or willful misconduct.

WARRANTIES; INSPECTION; ACCEPTANCE

Contractor warrants that the installation shall be free from defects in workmanship for a period of from Final Acceptance. Upon completion, Contractor shall notify Client for final inspection. Acceptance shall be documented in a written Acceptance Certificate signed by Client or deemed to occur upon use of the installed system for forty-five (45) days without material failure.

CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party in connection with this Agreement and shall not disclose such information to third parties except to its employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was already known by the receiving party without obligation of confidentiality, or is rightfully received from a third party without restriction.

INSURANCE; PERMITS; COMPLIANCE

Contractor shall maintain insurance customary for the industry, including commercial general liability, workers' compensation and automobile liability insurance in minimum limits customary for projects of similar size. Contractor shall secure permits and comply with applicable laws, codes and regulations. Proof of insurance and permits shall be provided to Client upon request.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Contractor shall indemnify and hold Client harmless from and against third-party claims arising from Contractor's negligent acts or omissions in performance of the installation. Except for liability arising from gross negligence, willful misconduct, or Contractor's indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

GOVERNING LAW; DISPUTE RESOLUTION

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. Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiations between senior representatives of the parties. If unresolved, the dispute shall be submitted to mediation, and if still unresolved, to binding arbitration in accordance with applicable arbitration rules mutually agreed by the parties.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any attachments and accepted 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. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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