Miscellaneous SES EV Document

MISCELLANEOUS SES EV DOCUMENT

This General Business Agreement (the Agreement) is entered into effective as of Effective Date: by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client Name: seeks services related to the deployment, testing, and evaluation of electric vehicle (EV) systems and associated support services (the Services);

WHEREAS, Provider Name: has expertise, personnel, and equipment necessary to perform the Services under the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Services in a written agreement.

SCOPE OF WORK

Provider shall perform the Services described below in a professional and workmanlike manner in accordance with industry standards. The parties agree that the Scope of Work is as follows:

PAYMENT TERMS

Compensation for the Services shall be as follows. All payments due hereunder shall be made in U.S. dollars unless otherwise agreed in writing.

Invoices are due within days from receipt. Unless disputed in good faith in writing by the Client within ten (10) business days of receipt, invoices will be deemed accepted and payable according to the payment schedule.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice of such breach.

Upon termination, Provider shall deliver all work in progress and Client shall pay Provider for Services performed through the effective date of termination in accordance with the Payment Terms, subject to adjustments for accepted incomplete work.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence all non-public information disclosed by the other party (Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information shall not include information that (i) is or becomes generally known through no breach hereof by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice to the Disclosing Party to allow opportunity to seek protective relief.

Confidentiality obligations are mutual (both parties are Receiving Parties with respect to disclosures made to the other).

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for purposes of resolving disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and statements of work incorporated by reference, 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 modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, addressed to the party at its notice address provided above or as otherwise designated in writing.

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