Miscellaneous Cables and Sensors Agreement

MISCELLANEOUS CABLES AND SENSORS AGREEMENT

This Miscellaneous Cables and Sensors Agreement ("Agreement") is made and entered into as of Effective Date: by and between:

Parties

Recitals

WHEREAS, Client requires the supply, installation, testing and commissioning of miscellaneous cabling, sensors and related accessories at the Project Location: ; and

WHEREAS, Contractor represents that it has the necessary expertise, personnel, equipment and licenses to provide such cables, sensors, installation and testing services in accordance with applicable codes and the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms, conditions and payment arrangements under which Contractor will perform the agreed Work.

Scope of Work

Contractor shall perform the work described below (the "Work"), including procurement of specified equipment, installation, wiring, calibration, testing, labeling, documentation, and training necessary to place the system into normal operation. Specific performance obligations, milestones and deliverables are set forth in the Scope of Work box below.

Payment Terms

Total Contract Amount: $ payable in accordance with the schedule below. Payments shall be made in U.S. dollars by check or wire to Contractor's designated account unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid within days after the due date shall incur a late fee of per month on the overdue balance, plus reasonable collection costs.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice.

Termination without Cause: Either party may terminate this Agreement without cause by providing the other party with no less than days prior written notice. In the event of termination, Client shall pay Contractor for Work performed and equipment supplied up to the effective date of termination, together with any reasonable demobilization costs.

Confidentiality

Each party acknowledges that, in the course of performing this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is marked confidential or would reasonably be considered confidential. Each party shall: (i) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (ii) not use or disclose such Confidential Information except to perform its obligations under this Agreement or as required by law. Confidential Information shall not include information that is or becomes publicly known through no breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

Warranties; Inspection; Acceptance

Contractor warrants that equipment supplied will be new (unless otherwise agreed in writing) and materials and workmanship will be free from defects for a period of months from final acceptance. Client shall have an inspection and testing period of days following completion to identify any nonconforming work; Contractor shall promptly correct such deficiencies at Contractor's expense.

Liability; Insurance

Each party's liability for direct damages arising from this Agreement shall be limited to direct damages not to exceed the total Contract Amount paid by Client to Contractor under this Agreement. Neither party shall be liable for incidental, consequential, special or punitive damages. Contractor shall maintain commercial general liability and, where applicable, professional and workers' compensation insurance in amounts customary for the industry and shall provide certificates of insurance upon Client's request.

Compliance with Laws; Permits

Contractor shall perform the Work in compliance with all applicable laws, codes, ordinances and regulations and shall obtain and pay for all permits, inspections and approvals required for the Work unless otherwise agreed in writing.

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; Amendments

This Agreement, including the Scope of Work and any attachments or change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party shall assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Contractor may assign accounts receivable. Notices: All notices shall be in writing and delivered to the addresses set forth above or such other address as a party designates in writing. Severability: If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

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