Lighting Panels Template

Lighting Panels Agreement

Parties

Client Name:    Supplier Name:

Project Location:

Recitals

WHEREAS, Client desires to procure lighting panels, associated components and services for the Project Location, including supply, installation and commissioning; and

WHEREAS, Supplier has the skill, experience and capacity to supply and install lighting panels in accordance with the terms set forth in this Agreement; and

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

Scope of Work

Supplier will furnish all labor, materials, equipment and supervision necessary to perform the work described below at the Project Location in a professional and workmanlike manner consistent with industry standards.

Items included: Materials Installation Commissioning & Testing Maintenance (if selected, specify below)

Payment Terms

Total Contract Amount: $

Net payment due within days of invoice. Late payments will accrue interest at % per month (or maximum permitted by law), plus reasonable collection costs.

Payment method:

Term and Termination

This Agreement commences on and, unless earlier terminated, shall expire on .

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Either party may terminate for convenience upon days' prior written notice, subject to payment for work performed through the date of termination.

Acceptance, Warranty and Remedies

Upon completion of installation and commissioning, the parties will perform acceptance testing based on the acceptance criteria set forth in the Scope of Work. Client shall provide written notice of any non-conformities within days of substantial completion; failure to timely object constitutes acceptance.

Supplier warrants that materials and workmanship shall be free from defects for a period of months from the date of acceptance. Supplier's sole obligation under this warranty shall be, at Supplier's option, to repair or replace defective items or refund the portion of the contract price attributable to such items.

Change Orders

Any changes to the Scope of Work, schedule or price shall be made only by written Change Order signed by authorized representatives of both parties. Change Orders shall specify adjustments to price, milestones and completion dates.

Confidentiality

“Confidential Information” means information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) not disclose it to any third party except as necessary for performance under this Agreement; and (c) use it only to perform obligations under this Agreement. Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party’s possession prior to receipt; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates in any lawful effort to limit disclosure.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from and against claims, liabilities and costs arising from that party’s negligence or willful misconduct in connection with performance under this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL 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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes amicably prior to pursuing any judicial remedy.

Entire Agreement

This Agreement, together with any referenced exhibits and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, proposals or representations, whether written or oral.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations absent the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets.

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