Installation Relay Document

INSTALLATION RELAY DOCUMENT

This Installation Relay Document (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Contractor is engaged in the business of supplying, installing and commissioning electrical, mechanical and control equipment, and has represented that Contractor has the necessary skill, experience and licenses to perform the Installation work described herein; and

WHEREAS, Client desires to engage Contractor to perform the installation, relay and handover of specified equipment at the installation site under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that, upon completion and acceptance of the installation and all required tests, Contractor will relay operational control and associated documentation to Client in accordance with the Acceptance Criteria below.

SCOPE OF WORK

Contractor shall perform all labor, supply all materials, equipment and supervision necessary to install, test, commission and relay the following systems and components at the Site described above. All work shall be performed in a professional manner in conformity with industry standards and applicable codes.

EQUIPMENT AND MATERIALS

Contractor warrants that the equipment and materials provided shall be new (unless otherwise specified) and conform to the specifications agreed by the parties. An itemized list of components to be installed is described below.

INSTALLATION SCHEDULE & ACCEPTANCE

Estimated commencement: . Estimated completion: .

Inspections and prerequisites (check applicable):

Permits and approvals obtained by Contractor
Site conditions and utilities confirmed by Client
Commissioning and functional testing completed

PAYMENT TERMS

Client shall pay Contractor the total sum of (the Contract Sum) in accordance with the payment schedule below.

Late payment shall accrue interest at the rate of calculated monthly on any overdue amount until paid. Client shall also reimburse Contractor for reasonable collection costs.

TERM AND TERMINATION

The term of this Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall end on .

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. In addition, either party may terminate upon written notice if the other becomes insolvent or subject to insolvency proceedings.

CONFIDENTIALITY

During the term of this Agreement and for a period of three (3) years thereafter, each party shall hold in confidence all proprietary, technical, commercial and business information disclosed by the other party that is identified as confidential or that a reasonable person would understand to be confidential (Confidential Information). Confidential Information shall not include information that is publicly known through no fault of the receiving party, independently developed by the receiving party, or rightfully received from a third party without restriction. The receiving party shall use Confidential Information solely for the performance of this Agreement and shall take reasonable measures to prevent unauthorized disclosure. If compelled by law to disclose Confidential Information, the receiving party shall give prompt notice to allow the disclosing party to seek protective measures.

WARRANTY & LIMITATION OF LIABILITY

Contractor warrants that workmanship shall be free from material defects for a period of months from the Date of Acceptance. Contractor's sole obligation under this warranty shall be, at Contractor's option, to repair or replace defective workmanship. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, punitive or special damages, and the aggregate liability of either party arising out of or relating to this Agreement shall not exceed the total Contract Sum paid to Contractor under 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 conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all attachments and exhibits executed by the parties, constitutes the entire understanding between the parties with respect to the installation services described herein and supersedes all prior proposals, negotiations, representations and agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

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. Notices shall be deemed given upon personal delivery, three (3) days after deposit with a nationally recognized courier, or upon confirmed electronic transmission if followed by a copy sent by courier.

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