Miscellaneous LED Light Template

Miscellaneous LED Light Agreement

Effective Date:

WHEREAS

WHEREAS, Client Name: desires to procure LED lighting products, related fixtures, and installation services for the Project Location described above; and

WHEREAS, Contractor Name: represents that it is qualified and experienced to supply, install, and/or maintain LED lighting and ancillary components in accordance with the specifications agreed by the parties; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Contractor shall supply all labor, materials, equipment, permits, and insurance necessary to complete the Scope of Work in a professional manner and in compliance with applicable codes and standards. Any deviations from the agreed specifications require a written change order executed by both parties.

Payment Terms

All invoices are payable within the period specified in the Payment Schedule. Client may withhold undisputed amounts only if Contractor fails to perform in material respect; disputes shall be documented in writing and addressed in good faith.

Term and Termination

Agreement Start Date:     Agreement End Date:

Confidentiality

Each party shall maintain in confidence and not disclose to any third party any Confidential Information of the other party, except as required by applicable law. "Confidential Information" includes pricing, technical specifications, trade secrets, and other non-public business information disclosed in connection with this Agreement.

Confidentiality obligations do not apply to information that (i) is or becomes publicly available other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify its destruction if requested in writing.

Acknowledgement of Confidentiality:

Warranties, Liability, and Indemnification

Contractor warrants that supplied LED products will be new, free from defects in material and workmanship under normal use for a period specified in the Scope of Work or, if none specified, for a period of one (1) year from acceptance. Contractor's sole obligation under the warranty shall be, at Contractor's option, repair or replacement of defective items.

Except for gross negligence or willful misconduct, neither party shall be liable to the other for incidental or consequential damages. Each party shall indemnify and hold harmless the other from third-party claims arising from its breach of this Agreement or its negligent acts or omissions in performing the Scope of Work.

Change Orders and Acceptance

Any changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties, specifying scope revisions, price adjustments, and schedule impacts. Completed work shall be subject to acceptance testing per the Acceptance Criteria set forth in the Scope of Work.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of:

Entire Agreement

This Agreement, including any exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Notices required under this Agreement shall be in writing and delivered to the addresses of the parties indicated above, or to such other address as either party may designate in writing. If any provision of this Agreement is held invalid or unenforceable, the remainder will remain in full force and effect.

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