Metering Services Agreement

METERING SERVICES AGREEMENT

This Metering Services Agreement ("Agreement") is made and entered into as of by and between Provider Name: , a Corporation LLC Other with principal place of business at ; and Client Name: , a Corporation LLC Other with principal place of business at .

RECITALS

WHEREAS, Provider is engaged in the business of providing metering equipment, installation, data collection and maintenance services for energy usage and other utility measurements;

WHEREAS, Client desires to obtain such metering services at the Service Location(s) described below and Provider is willing to provide those services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Provider shall retain title to any Provider-owned Metering Equipment and shall grant Client a license to use Data in accordance with this Agreement.

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

1. DEFINITIONS

1.1 "Metering Equipment" means the meters, sensors, communications devices and ancillary hardware furnished by Provider under this Agreement. 1.2 "Data" means the raw and processed metering and measurement information collected by the Metering Equipment. 1.3 "Service Location" means the premises where Metering Equipment is installed, as set forth in Section 2.

2. SCOPE OF SERVICES

Provider shall supply, install, commission, maintain and, where applicable, remove Metering Equipment and shall collect, process and deliver Data to Client in accordance with the specifications set forth in this Section and Exhibit A (if any). The Service Location(s) are:

Services include: supply and installation of Metering Equipment, routine calibration and testing, replacement of defective components, remote monitoring, and delivery of Data to Client at the agreed frequency and format.

3. METERING EQUIPMENT; TITLE; MAINTENANCE

3.1 Provider shall retain title to all Provider-owned Metering Equipment. Client shall not remove, relocate, encumber or permit third party interference with Provider-owned Metering Equipment without Provider's prior written consent. Provider grants Client a non-exclusive license to use Data delivered under this Agreement solely for Client's internal business purposes.

3.2 Provider shall perform scheduled maintenance and calibration at intervals not to exceed . Provider shall promptly repair or replace Metering Equipment found to be defective or out of tolerance.

4. ACCESS AND SITE CONDITIONS

Client shall provide Provider and its authorized personnel reasonable access to Service Locations during normal business hours and at other times as mutually agreed to perform installation, maintenance and removal. Client warrants that Service Locations are safe and that Client has the authority to permit installation of Metering Equipment.

5. DATA DELIVERY, OWNERSHIP AND USE

5.1 Provider shall deliver Data to Client with the following frequency and format: Frequency: ; Format:

5.2 Provider warrants that Data shall be collected and transmitted in a commercially reasonable manner. Provider does not warrant that Data is free from all error. Client shall promptly notify Provider of any material error in Data and Provider shall use commercially reasonable efforts to correct such error.

6. FEES, INVOICING AND PAYMENT

Client shall pay Provider the fees for Services as set forth below. All fees are exclusive of taxes. Unless otherwise stated, Provider will invoice Client monthly in arrears and Client shall pay invoices within days of invoice.

7. TERM; TERMINATION

7.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated in accordance with Section 7.2.

7.2 Termination for Cause. 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 written notice of the breach.

7.3 Effect of Termination. Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the date of termination. Provider shall, at Client's election, remove Provider-owned Metering Equipment within days, subject to charge for removal if not included in fees.

8. CONFIDENTIALITY

Each party shall treat as confidential and not disclose to any third party the other party’s Confidential Information, including Data and commercially sensitive pricing, except as required by law or as reasonably necessary to perform under this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement.

9. LIMITATION OF LIABILITY; INDEMNIFICATION

9.1 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, even if advised of the possibility of such damages.

9.2 Indemnification. Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Indemnitor's negligence, willful misconduct or breach of this Agreement.

10. INSURANCE

Provider shall maintain at its expense commercial general liability insurance, employer's liability and, where applicable, professional liability and automobile liability insurance with limits customary in the industry. Provider shall provide evidence of insurance upon request.

11. COMPLIANCE WITH LAWS

Each party shall perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations. Client shall obtain any consents or permits necessary for Provider to access Service Locations and install Metering Equipment.

12. NOTICES

All notices under this Agreement must be given in writing and delivered by hand, commercial courier, or certified mail, return receipt requested, to the addresses set forth below or such other addresses as either party may designate by notice.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of law principles.

This Agreement, including any exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets. 15.2 Relationship of Parties. The parties are independent contractors and nothing in this Agreement shall create any partnership, joint venture, agency or employment relationship.

Sign Now