Miscellaneous Panel Upgrade

MISCELLANEOUS PANEL UPGRADE

This Miscellaneous Panel Upgrade Agreement ("Agreement") is entered into by and between Client Name: and Contractor Name: on the Effective Date set forth below.

WHEREAS

WHEREAS, Client desires to upgrade, replace, or modify an electrical/control/assembly panel and related components located at Property Address: (the "Site"); and

WHEREAS, Contractor represents that it is experienced and qualified to perform panel upgrades and related work in a professional manner in accordance with applicable standards, codes and this Agreement; and

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

SCOPE OF WORK

Work shall include removal and disposal of existing panel(s), installation of new panel(s), replacement or retermination of breakers, necessary conduits and fittings, testing, labeling, and final functional verification. Any work beyond the written Scope of Work requires a written change order signed by both parties.

PAYMENT TERMS

Any undisputed amount not paid within days after invoice due date shall accrue interest at or the maximum rate permitted by law, whichever is less. Client shall be responsible for reasonable collection costs and attorney fees incurred to collect past-due amounts.

Unless otherwise stated, the Contract Price does not include applicable sales or use taxes. Responsibility for payment of taxes shall be borne by: Client Contractor

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until Completion Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause upon material breach by the other party if the breach remains uncured for a period of days after written notice. Either party may terminate without cause upon days' prior written notice. Upon termination, Client shall pay Contractor for all work performed and reasonable demobilization costs incurred through the termination date.

CHANGES / CHANGE ORDERS

All changes to the Scope of Work shall be made only by a written change order describing the modification, the price adjustment, and any schedule impact. Contractor shall not proceed with changed work without a signed change order.

PERMITS, INSPECTIONS & WARRANTIES

Contractor shall obtain all permits and inspections required by local authorities unless otherwise noted below. Permit responsibility:

Warranties: Contractor warrants that work performed shall be free from defects in workmanship for a period of months from final acceptance. Manufacturer warranties on equipment are separate and provided to Client where applicable.

ACCEPTANCE

Final acceptance shall occur after completion of the work and successful functional testing described in the Scope of Work. Client shall have days to inspect and provide written notice of defects. Failure to timely notify shall constitute acceptance.

CONFIDENTIALITY

Each party shall maintain the other's proprietary or confidential information in strict confidence and shall not disclose such information to third parties except as required to perform the work or as required by law. Confidential information does not include information that is or becomes publicly available without breach of this Agreement.

INDEMNIFICATION; LIMITATION OF LIABILITY

Contractor shall indemnify and hold Client harmless from claims arising out of Contractor's negligent performance of the work, subject to any applicable limitations of liability. Except for liability resulting from gross negligence or willful misconduct, neither party's aggregate liability to the other shall exceed the total Contract Price.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT

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

NOTICES

Notices shall be in writing and delivered by hand, certified mail, or overnight courier to the addresses set forth above and shall be effective upon receipt.

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