Lighting LED Panels

GENERAL BUSINESS AGREEMENT — Lighting LED Panels

Parties and Contract Date

Recitals

WHEREAS, Client requires the supply and installation of LED lighting panels and related electrical work at the project location identified in this Agreement; and

WHEREAS, Supplier represents that it is experienced in the provision, manufacture, and installation of LED lighting panels and possesses the necessary licenses, personnel, and insurance to perform the work; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the purchase, delivery, installation, testing, and payment for Lighting LED Panels on the terms contained herein.

Scope of Work

Supplier shall supply, deliver and install LED panels, associated drivers, mounting hardware, wiring, controls integration, and other equipment expressly set forth in the detailed scope below (collectively, the "Work"). Supplier shall perform the Work in a good and workmanlike manner in accordance with industry standards.

Payment Terms

Client shall pay Supplier for the Work the total contract sum of $ (the "Contract Price"), subject to adjustments for approved change orders, taxes, and lawful deductions.

Unless otherwise expressly provided, all progress payments are due within days from invoice date. Overdue amounts shall incur a late fee equal to percent per month or the maximum permitted by law, whichever is less. Client may withhold amounts only for bona fide disputed items and must provide written notice specifying the basis for dispute.

Term and Termination

The term of this Agreement shall commence on the Effective Date and shall continue until completion of the Work and final payment, unless earlier terminated as provided herein. Estimated completion date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In the event of material breach, the non-breaching party may terminate after providing the breaching party with written notice and a cure period of days to cure. Termination shall not relieve Client of the obligation to pay for Work performed and materials ordered prior to termination.

Confidentiality

Each party shall maintain in confidence all non-public, proprietary information disclosed by the other party in connection with this Agreement ("Confidential Information") and shall not disclose such Confidential Information to third parties or use it except to perform obligations under this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was already in the receiving party's lawful possession without restriction at the time of disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

A receiving party may disclose Confidential Information to the extent compelled by applicable law or court order, provided it gives the disclosing party prompt written notice and cooperates in seeking protective measures. The confidentiality obligations of this section shall survive termination or expiration for a period of three (3) years.

Acceptance; Warranties

Upon completion of installation, Supplier shall perform acceptance testing. Client shall have calendar days to inspect and provide written notice of any non-conformance. Absent timely written notice, the Work shall be deemed accepted.

Supplier warrants that the LED panels and workmanship shall be free from defects in materials and workmanship for a period of days following final acceptance. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of defective items or refund of amounts paid for such items; this warranty does not cover damage resulting from misuse, modification, or improper maintenance.

Insurance, Indemnity and Liability

Supplier shall maintain commercial general liability insurance, automobile liability insurance, and workers' compensation as required by law, and shall provide certificates of insurance upon request. Supplier shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Supplier's negligence, willful misconduct, or breach of this Agreement, provided that Client gives Supplier prompt written notice of any claim and cooperates in the defense.

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS.

Change Orders

Any changes to the Scope of Work, price, schedule, or other material terms must be documented in a written change order signed by authorized representatives of both parties. Supplier shall not be obligated to proceed with any changes until a change order is executed.

Delivery; Title and Risk of Loss

Supplier shall deliver equipment to the Project Location. Title to equipment shall pass to Client upon full payment for such equipment unless otherwise agreed in writing. Risk of loss for equipment shall transfer upon delivery to the Project Location unless otherwise agreed.

Taxes; Compliance; Miscellaneous

Unless otherwise stated, Contract Price excludes applicable sales, use, value-added or similar taxes, which shall be paid by the Client. Each party shall comply with all applicable laws, codes and regulations in performing its obligations.

Force majeure events beyond a party's reasonable control shall excuse performance for the duration of the event. This Agreement may not be assigned without the other party's prior written consent, except to an affiliate or successor by merger or sale of substantially all assets.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the courts located within that jurisdiction for any dispute arising under this Agreement.

This Agreement, including all exhibits and executed 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 representations, whether written or oral.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as either party may designate by written notice to the other. Notices shall be effective upon receipt.

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