LED Upgrade Project Proposal

LED UPGRADE PROJECT PROPOSAL

This LED Upgrade Project Proposal (Proposal) is made effective as of Proposal Date: by and between Client Name: (the "Client") and Contractor Name: (the "Contractor").

WHEREAS

WHEREAS, the Client operates the facility located at Project Address: and desires to upgrade existing lighting systems to energy-efficient LED fixtures to reduce energy consumption and maintenance costs.

WHEREAS, the Contractor represents that it is qualified and experienced in the sale, installation and commissioning of LED lighting systems and related controls and will perform the work in accordance with the Scope of Work and terms set forth in this Proposal.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

SCOPE OF WORK

The Contractor shall furnish all labor, materials, equipment, permits and supervision necessary to complete the LED upgrade as described below. Specific deliverables, performance standards and acceptance criteria are set forth in the detailed description field.

PAYMENT TERMS

The Client shall pay the Contractor for the performance of the Scope of Work as set forth below. All amounts are in U.S. dollars unless otherwise agreed in writing.

All payments are due according to the payment schedule. Contractor shall submit itemized invoices that reference this Proposal. Unless otherwise stated, taxes, utility rebates and permit fees are not included in the Total Contract Amount and shall be the responsibility of:

TERM AND TERMINATION

This Proposal shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Proposal for convenience upon providing written notice to the other party Notice Period: prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within a commercially reasonable period following written notice.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Proposal it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, and operational information disclosed in any form. The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform obligations under this Proposal, and (iii) not disclose Confidential Information to any third party except to employees, subcontractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination for a period of three (3) years.

WARRANTY AND LIMITATION OF LIABILITY

Contractor warrants that materials furnished under this Proposal shall be new and conform to manufacturer specifications and that work will be performed in a good and workmanlike manner for a warranty period of Warranty Period: from substantial completion. THE WARRANTIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

CHANGE ORDERS

Any change to the Scope of Work, materials, schedule or price shall be documented in a written change order signed by authorized representatives of both parties. The change order shall specify adjustments to price, schedule, and any other affected provisions.

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising under this Proposal that the parties cannot resolve by negotiation shall be resolved by binding arbitration in accordance with the parties' written agreement to arbitrate or, absent such agreement, in the forum specified by applicable law.

ENTIRE AGREEMENT

This Proposal, including any exhibits and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment to this Proposal shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS

ACCEPTANCE

The undersigned, duly authorized representatives of the parties, confirm acceptance of this Proposal by signing below. Execution of this Proposal authorizes Contractor to proceed with procurement and scheduling in accordance with the terms set forth herein.

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