Miscellaneous PV System Agreement

MISCELLANEOUS PV SYSTEM AGREEMENT

Parties

Recitals

WHEREAS, Contractor represents that Contractor is duly qualified, licensed, and experienced in the design, procurement, installation, testing, and commissioning of photovoltaic (PV) systems and associated electrical work; and

WHEREAS, Client desires to engage Contractor to perform PV system services at the location identified as System Location: , subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights, obligations, and payment terms in a written agreement.

Scope of Work

Contractor shall furnish all labor, materials, equipment, supervision, permits, inspections, and testing necessary to design, supply, and install the PV system described below and perform commissioning services as required by applicable codes and utility interconnection requirements. The work shall conform to industry standards and the technical specifications set forth in this Agreement.

Payment Terms

Client shall pay Contractor the Total Contract Price for the work performed under this Agreement according to the schedule below. All payments are due in U.S. dollars and are payable without setoff or deduction other than as required by law.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the date payment was due until paid in full. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Contractor in enforcing payment.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within Notice Period: days after receipt of written notice. Contractor may suspend work for nonpayment after providing five (5) days' written notice to Client.

Confidentiality

Each party shall hold in confidence all non-public business, technical, financial, and customer information disclosed by the other party in connection with the performance of this Agreement and shall not disclose such information except to employees, contractors, or professional advisers who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein. Confidential information does not include information that is or becomes publicly available other than through a breach of this Agreement, is received from a third party without confidentiality obligations, or is independently developed.

Contractor may use the Client's name and non-sensitive project images in Contractor's marketing materials and portfolio, subject to Client's prior written approval for any sensitive data.

Warranties and Insurance

Contractor warrants that materials furnished shall be new (unless otherwise specified) and that workmanship will be free from material defects for Warranty Period: from the date of final acceptance. Contractor shall maintain commercial general liability and workers' compensation insurance as required by law and provide evidence of such insurance upon request.

Indemnification

To the fullest extent permitted by law, Contractor shall indemnify and hold harmless Client from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of Contractor's negligence or willful misconduct in the performance of the work. Client shall indemnify Contractor for liability arising from Client-supplied materials or alterations not authorized by Contractor.

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. Venue for any dispute arising under this Agreement shall be laid in a court of competent jurisdiction in that state.

Entire Agreement; Amendments

This Agreement, including any exhibits and accepted change orders, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, representations, or agreements, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice. Notices shall be deemed given upon personal delivery, confirmed electronic transmission, or three (3) days after deposit with a nationally recognized overnight courier.

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